EX-10.25



 





Exhibit 10.25



DISTRICT COOLING SYSTEM USE AGREEMENT




CITY OF CHICAGO, ILLINOIS




AND




NORTHWIND INC.




	 	 	 
	 

	 	City of Chicago
	

	 	121 North LaSalle Street
	

	 	Chicago, Illinois 60602



















 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE

	SECTION 1. DEFINITIONS
	 	 	2	 
	SECTION 2. GRANT OF RIGHTS
	 	 	7	 
	Section 2.1 Grant of Rights
	 	 	7	 
	Section 2.2 Term and Initial Expiration Date
	 	 	7	 
	Section 2.3 Right of Renegotiation of Certain Provisions
	 	 	7	 
	Section 2.4 Interim Extension in the Absence of Default or Termination
	 	 	10	 
	Section 2.5 Renewal
	 	 	10	 
	Section 2.6 Acts or Omissions of Affiliates and Other Entities
	 	 	10	 
	SECTION 3. NATURE OF LIMITATION OF RIGHTS GRANTED
	 	 	11	 
	Section 3.1 Rights Not Exclusive
	 	 	11	 
	Section 3.2 Other Permittees
	 	 	11	 
	Section 3.3 City’s Rights Over Public Way
	 	 	12	 
	Section 3.4 No Burden on Public Ways
	 	 	14	 
	Section 3.5 Police Power
	 	 	14	 
	Section 3.6 Furnishing of Information
	 	 	15	 
	SECTION 4. CHANGE OF CONTROL, ASSIGNMENT, AND SUBLEASE
	 	 	15	 
	Section 4.1 Change of Control
	 	 	15	 
	SECTION 5. COMPENSATION
	 	 	18	 
	Section 5.1 General Compensation
	 	 	18	 
	Section 5.2 Most Favored Vendee Status; Favorable City Treatment
	 	 	21	 
	Section 5.3 Subsequent Action Affecting Compensation
	 	 	21	 
	Section 5.4 Other Fees 
	 	 	21	 
	Section 5.5 Financial Audit
	 	 	22	 
	SECTION 6. INSURANCE, INDEMNIFICATION, SURETY BOND AND LETTER OF CREDIT
	 	 	23	 
	Section 6.1 Insurance 
	 	 	23	 
	Section 6.2 Bond
	 	 	26	 
	Section 6.3 Letter of Credit
	 	 	27	 
	Section 6.4 Replacement Bond or Letter of Credit
	 	 	28	 
	Section 6.5 Failure to Comply is Material Breach
	 	 	29	 
	Section 6.6 Right to Require Replacement of Bond (or Letter of Credit) or Insurance
	 	 	30	 
	Section 6.7 Alteration 
	 	 	30	 
	Section 6.8 City Comptroller’s Right to Increase Minimum Limits
	 	 	31	 
	Section 6.9 No Excuse from Performance
	 	 	31	 
	Section 6.10 Insurance for Contractors and Subcontractors
	 	 	31	 
	Section 6.11 Indemnity
	 	 	31	 





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	 	 	PAGE

	SECTION 7. CONSTRUCTION, INSTALLATION AND MANAGEMENT OF GRANTEE’S DISTRIBUTION SYSTEM
	 	 	33	 
	Section 7.2 Construction Requirements and Standards
	 	 	35	 
	Section 7.3 Restoration 
	 	 	39	 
	Section 7.4 Suspension or Revocation of Construction Permit
	 	 	39	 
	Section 7.5 Other Requirements and Approvals
	 	 	39	 
	Section 7.6 Underground Facilities Agreement
	 	 	40	 
	SECTION 8. INSPECTION
	 	 	40	 
	Section 8.1 Inspection 
	 	 	40	 
	Section 8.2 Trespassing Facilities
	 	 	40	 
	SECTION 9. CHICAGO FREIGHT TUNNELS
	 	 	41	 
	Section 9.1 In General 
	 	 	41	 
	SECTION 10. REVOCATION OR TERMINATION OF PRIVILEGES
	 	 	42	 
	Section 10.1 Basis for Revocation
	 	 	42	 
	Section 10.2 Corrective Period
	 	 	43	 
	Section 10.3 Prior Notice and Hearing
	 	 	44	 
	Section 10.4 Early Termination by Grantee
	 	 	44	 
	Section 10.5 Removal or Abandonment of Grantee’s District Cooling System
	 	 	45	 
	SECTION 11. SANCTIONS
	 	 	46	 
	Section 11.1 Material Underpayment or Nonpayment
	 	 	46	 
	Section 11.2 Liquidated Damages
	 	 	46	 
	Section 11.3 Notice of Violation
	 	 	47	 
	Section 11.4 Notice of Assessment
	 	 	47	 
	Section 11.5 Act or Omission Beyond Grantee’s Control
	 	 	48	 
	Section 11.6 Other Rights of City
	 	 	48	 
	Section 11.7 No Waiver of Rights
	 	 	48	 
	SECTION 12. MOST FAVORED NATIONS
	 	 	49	 
	SECTION 13. CONDITIONS PRECEDENT
	 	 	50	 
	Section 13.1 Permit
	 	 	50	 
	SECTION 14. CONFIDENTIALITY
	 	 	50	 
	Section 14.1 Confidentiality
	 	 	50	 
	SECTION 15. SPECIAL CONDITIONS AND REPRESENTATIONS
	 	 	51	 
	Section 15.1 No Recourse
	 	 	51	 
	Section 15.2 No Inducement
	 	 	52	 
	Section 15.3 Acceptance and Acknowledgment
	 	 	52	 
	Section 15.4 Conflict of Interest
	 	 	52	 
	Section 15.5 Compliance with Applicable Laws
	 	 	53	 
	Section 15.6 Anti-Corruption Covenant and Representation
	 	 	54	 
	Section 15.7 Cooperation With Inspector General
	 	 	55	 
	Section 15.8 Business Documents and Disclosure of Ownership Interests
	 	 	55	 






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	 	 	PAGE

	Section 15.9 MBE/WBE Compliance
	 	 	56	 
	Section 15.10 Compliance with the Environmental Laws
	 	 	56	 
	Section 15.11 Residency
	 	 	59	 
	Section 15.12 Force Majeure
	 	 	60	 
	SECTION 16. GENERAL PROVISIONS
	 	 	60	 
	Section 16.1 Governing Law
	 	 	60	 
	Section 16.2 Descriptive Headings
	 	 	60	 
	Section 16.3 Notices
	 	 	61	 
	Section 16.4 Invalidity
	 	 	61	 
	Section 16.5 Parties
	 	 	62	 
	Section 16.6 Choice of Forum
	 	 	62	 
	Section 16.7 Waiver
	 	 	62	 
	Section 16.8 Amendment
	 	 	62	 
	SECTION 17. EXECUTION COPIES
	 	 	63	 





EXHIBITS


Exhibit 1     Location Description, Including Initial Distribution System


Exhibit 2     Location Map of Grantee’s System, Including Initial Distribution Certificate


Exhibit 3     Anti-Corruption Certification


Exhibit 4     Disclosure of Ownership Interest Affidavit



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     This District Cooling System Use Agreement (the “Agreement”), made and
executed as of this 1st day of October, 1994 (the “Effective Date”) by and
between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois and
NORTHWIND INCORPORATED, an Illinois corporation (the “Grantee”) and a wholly
owned subsidiary of CECo Enterprises, a corporation (“CECo”):



WITNESSETH




     WHEREAS, Section 6(a) of Article VII of the Illinois Constitution provides
that a home rule unit “may exercise any power and perform any function
pertaining to its government and affairs included, but not limited to, the power
to regulate for the protection of the public health, safety, morals, and
welfare. . . .”; and



     WHEREAS, various persons are applying to the City to provide “District
Energy Systems” wherein multiple buildings in a specified area or “District” are
provided with thermal energy (e.g. steam or hot or chilled water) from a central
facility; and



     WHEREAS, it is the policy of the City of Chicago (the “City”) to encourage
the development of economic energy options in the City, including District
Energy Systems; and



     WHEREAS, the City’s policy regarding District Energy System is to advance
the following goals:





	 	1)	 	enhance the City’s competitiveness and growth by facilitating
efficient energy use;




 









 














	 	2)	 	encourage a competitive market for energy services;
	 
	 	3)	 	maintain equitable City policies between and among competing
providers; and
	 
	 	4)	 	meet environmental regulation requirements; and





     WHEREAS, Grantee wishes to construct and operate in the City a “District
Cooling System” (as hereafter defined; and



     WHEREAS, in order to construct and operate its District Cooling System,
Grantee must construct and install “Distribution Facilities” (as hereafter
defined) in certain of the “Public Ways” (as herein defined) of the City; and



     WHEREAS, the City and the Grantee have reached an agreement as to the
terms under which Grantee will be permitted to use certain portions of the
Public Ways of the City to construct, install and maintain its Distribution
System; and



     WHEREAS, Grantee’s District Cooling System has the potential to enhance
the City’s competitiveness and growth by facilitating efficient energy use, by
encouraging a competitive market for energy services, by promoting a cleaner
environment, and by meeting environmental regulation requirements;



NOW, THEREFORE,



     It is hereby agreed by the parties hereto as follows:



     SECTION 1. DEFINITIONS



     “Additional Distribution Facilities” shall mean Distribution Facilities
associated with Approved Plants approved subsequent to the First Plant.



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     “Adjustment Dates” shall mean January 1, 2000, January 1, 2005, and
January 1, 2010.



     “Affiliate”, with respect to any entity, shall include any subsidiary or
parent or intermediary corporation of such entity or any entity which is under
control of a parent, subsidiary or intermediary of such entity or any other
entity which is capable of exercising a substantial degree of control over such
entity through ownership of stock or partnership interests in such entity. The
term “control” shall mean the right to exercise directly or indirectly the
voting rights or the power to direct or cause the direction of management
policies of the controlled or intermediary entity. In the case of tax-exempt
organizations, the term “Affiliate” shall also include tax exempt organizations
which are related for purposes of unrelated business income determinations made
in accordance with sections 511 through 514 of the Internal Revenue Code and
corresponding regulations, case law and Internal Revenue Service rulings.



     “Approved Plant” shall mean a Plant which has been approved as to location
and nature by ordinance of the City Council as part of a planned development or
other similar process and all applicable permits and approvals under this
Agreement the Code and under regulations established by the City pursuant to its
district heating and cooling policy, have been received. Grantee’s first
Approved Plant was approved by ordinance dated March 23, 1994 and is described
in Exhibit 1 (“First Plant”).



     “Freight Tunnels” shall mean the freight tunnels running below certain
streets of the City.



     “City” shall mean the City of Chicago, Illinois acting through its
Department of Environment or its successor, except as otherwise noted.



     “City Council” shall mean the City Council of Chicago.



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     “Code” shall mean the Municipal Code of Chicago (1990), as amended from
time to time.



     “Compensation Year” shall be a twelve-month period during the term on the
Agreement beginning on January 1 and ending on December 31 provided that the
first Compensation Year shall begin on the effective date of this Agreement and
end on December 31, 1995.



     “Contractor” shall mean collectively any contractor, subcontractor, agent
or consultant employed by Grantee or an Affiliate to construct, install, operate
or maintain Grantee’s District Cooling System or any part thereof. A Contractor
may be an Affiliate.



     “Distribution Facilities” shall mean the conduits and associated
production and distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtances to be installed and constructed by Grantee
pursuant to the terms of this Agreement in the Public Ways for the purpose of
providing district cooling chilled water and related air conditioning to
Grantee’s customers. The Distribution Facilities collectively includes the
Initial Distribution Facilities and Additional Distribution Facilities.



     “District Cooling Services” or “Services” shall mean the provision of
localized cooling services and related air conditioning to customers by the
supply of chilled water through a District Cooling System.



     “District Cooling System” for purposes of this Agreement shall mean
collectively all Approved Plants and Distribution Facilities used by Grantee to
provide district cooling chilled water and related air conditioning service
generated by an Approved Plant(s) to its customers within the City on a
contractual basis. A District Cooling System is a type of District Energy
System.



4









 





     “District Energy System” shall mean a heating and/or cooling system which
uses thermal energy (hot or chilled water) from a central plant to service
multiple buildings in an area.



     “General Compensation” shall mean amounts Grantee is required to pay to
the City pursuant to Section 5.1 of this Agreement.



     “Grantee” shall mean Northwind Incorporated, a wholly owned subsidiary of
CECo Enterprises.



     “Initial Distribution Facilities” shall mean the Distribution Facilities
associated with the First Plant, as described in Exhibits 1 and 2, subject to
amendment as set forth in Section 7.1.1.



     “Minimum Annual Fee” shall mean the minimum amount payable, calculated on
the basis of a twelve-month period, to the City as General Compensation during
any Compensation Year pursuant to Section 5 hereof.



     “Ordinance” shall mean the ordinance adopted on    by the City
Council authorizing execution of this Agreement.



     “Plant” shall mean a chilling plant and/or ice production plant that
produces the chilled water transmitted or distributed through the Distribution
Facilities to provide the Services.



     “Public Ways” shall mean the surface, the air space above the surface and
the area below the surface of any right-of-way and public street and any
highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway,
waterway or other public right-of-way including public utility easements or
rights-of-way in which the City has jurisdiction, and any temporary or permanent
fixtures or improvements located thereon now or hereafter held by the City in
which



5









 







the City holds rights sufficient, without consent of any other party, to permit
Grantee the use thereof for the purpose of installing or maintaining Grantee’s
District Cooling Facilities. The term “Public Ways” shall be deemed not to
include the Chicago Freight Tunnels except as specifically referred to herein.



     “Total Gross Billings” shall mean the sum of (1) all amounts billed by
Grantee and/or due to Grantee to be paid in cash, credits or property of any
kind or nature arising from or attributable to, directly or indirectly, or in
any way derived from, Grantee’s operation, lease, exchange or use of its
District Cooling System from all Approved Plants, or sale or lease of District
Cooling System within the City, whether or not such amounts are actually
collected and (2) any other revenue arising from the possession by Grantee of
its rights under this Agreement. If Grantee does not bill a particular customer
(including an Affiliate of Grantee) for Services provided by Grantee, then there
shall be imputed as billings included within Total Gross Billings an amount
equal to the billings that would have been billed by Grantee to a like customer
for the provision of Services identical or as closely similar as possible in
usage and nature to the Services being provided to the customer not being
billed. If Grantee does not bill itself for Services provided for its own
internal use beyond the use needed for operation of Grantee’s District Cooling
System, there shall be imputed as billings included within Total Gross Billings,
the amount that would have been billed to a like customer for Services identical
or as closely similar in nature and usage as possible to the Services being so
used by Grantee. No expenses or allowances shall be deducted from Total Gross
Billings. Total Gross Billings shall include only amounts related solely to
Grantee’s Chicago-based operations.



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     SECTION 2. GRANT OF RIGHTS



     Section 2.1 Grant of Rights. The City hereby grants to Northwind, Inc, as
Grantee, the non-exclusive right to construct, install, repair, operate, and
maintain a District Cooling System consisting of one or more Approved Plants and
associated Distribution Facilities in Chicago on the terms and conditions set
forth herein; provided, however, that no work on a Plant may commence until it
is an Approved Plant and all applicable procedures and permits required under
this Agreement and the Code have been met; and provided further that no
Additional Distribution Facilities may be constructed or installed in the Public
Ways until this Agreement has been amended pursuant to City Council
authorization to incorporate such Additional Distribution Facilities as set
forth in Section 7.1.2. This Agreement does not contemplate use by Grantee of
the Freight Tunnels. Should Grantee wish to use any part of the Freight Tunnels
for its District Cooking System, the provisions of Section IX shall govern. This
Agreement does not permit the lease of Grantee’s System or any part thereof
except as permitted in this Agreement.



     Section 2.2 Term and Initial Expiration Date. Subject to the survival of
certain rights of the City to be indemnified and to have Grantee’s District
Cooling System removed and the Public Ways restored as set forth in this
Agreement, the term of this Agreement shall commence on the Effective Date and
shall terminate, unless extended or renewed as provided herein, on December 31,
2015 (the “Initial Expiration Date”).



     Section 2.3 Right of Renegotiation of Certain Provisions.



     2.3.1 Adjustments to Compensation. The City reserves the right to modify
or to renegotiate the amount, nature and terms of General Compensation to be
paid by Grantee for use of the Public Ways during the term of this Agreement.
Except as provided in Section 2.3.2, any



7









 







adjustment to General Compensation (“Adjusted Compensation”) shall become
effective on the next succeeding Adjustment Date. In order to renegotiate
General Compensation, the City shall give written notice to Grantee at least one
hundred twenty (120) days prior to the Adjustment Date for which the Adjusted
Compensation will become effective. Said notice shall contain the City’s
proposed schedule of Adjusted Compensation. Grantee shall be given a reasonable
opportunity to discuss an increase in General Compensation with the Director of
the Department of Revenue. The terms of any such Adjusted Compensation shall be
reflected in an amendment to this Agreement and shall be fair and reasonable. No
such Adjusted Compensation may reduce the rate of General Compensation to be
paid by Grantee without the approval of the City Council. No such Adjusted
Compensation shall increase the compensation to be paid by Grantee to more than
four percent of its Total Gross Billings. No later than sixty (60) days prior to
each Adjustment Date, the Director of the Department of Revenue shall notify the
Chairman of the Committee of the City Council having jurisdiction over the use
of and compensation for the Public Ways regarding the status of any
renegotiation and the proposed schedule of Adjusted Compensation.



     2.3.2 Dispute Resolution. Except as set forth in Section 2.3.1, Grantee
shall not challenge any increase in Adjusted Compensation up to and including
three percent (3%) of Grantee’s Total Gross Billings. If the amount of proposed
Adjusted Compensation exceeds three percent (3%) of Grantee’s Total Gross
Billings, and if Grantee shall in faith maintain that the amount of any Adjusted
Compensation in excess of such three percent (3%) proposed by the City pursuant
to Section 2.3.1 is excessive or unreasonable, given the value of the privileges
granted to Grantee pursuant to this Agreement, Grantee shall enter into
negotiations with the City as expeditiously as possible to reach an agreement as
to Adjusted Compensation prior to the



8









 







applicable Adjustment Date. In the event that an agreement as to proposed
Adjusted Compensation over 3% of Total Gross Billings is not reached within 90
days, Grantee shall have the right to make a demand for arbitration in writing
to the City within thirty (30) days after such Adjustment Date. If no such
demand is timely made, the proposed Adjusted Compensation shall become
effective, retroactively from the proposed Adjustment Date. In the event of a
timely demand for arbitration, the City and Grantee shall each appoint an
arbitrator and a third arbitrator shall be appointed by the arbitrators so
appointed. Each arbitrator shall have at least five years of experience in the
field of rights-of-way or land valuation Pursuant to the then current rules of
the American Arbitration Association, or any successor organization, an
arbitration shall be held as expeditiously as possible.



     Unless the majority of the arbitrators shall conclude that such Adjusted
Compensation is excessive or unreasonable, Grantee shall be bound to pay the
Adjusted Compensation, retroactive to the applicable Adjustment Date. If a
majority of the arbitrators shall decide such Adjusted Compensation is excessive
or unreasonable, then the City shall withdraw the proposed schedule of Adjusted
Compensation and Grantee shall pay the greater of 3% of Total Gross Billings or
the rate of General Compensation previously in effect; provided that the City
may substitute a new rate of Adjusted Compensation, retroactively effective to
the applicable Adjustment Date. The notice periods and dispute resolution
procedures of this Section 2.3.2 shall be applied to the extent possible to any
substituted Adjusted Compensation. Notwithstanding anything to the contrary in
this Section 2.3.2, however, Grantee shall be bound by any arbitration decision
rendered by a similar panel of arbitrators regarding the same proposed Adjusted
Compensation as would be applicable to Grantee for similar privileges; provided
that Grantee shall have been given due notice and a full and fair opportunity to



9









 







participate in such arbitration proceedings and to give evidence therein.
Failure by Grantee to object to the City’s proposed Adjusted Compensation within
the time provided in this Section 2.3 shall act as a waiver and Grantee shall be
obligated to pay or provide, as the case may be, the Adjusted Compensation from
the applicable Adjustment Date.



     Section 2.4 Interim Extension in the Absence of Default or Termination.
If, on the Initial Expiration Date, Grantee shall not be in default under this
Agreement and if neither party has notified the other of its intent to terminate
this Agreement on or before the Expiration Date, then the terms of this
Agreement shall be deemed extended on an interim basis until terminated, renewed
or renegotiated. Said interim extension period shall not extend beyond a date
sixty (60) days after the Initial Expiration Date, after which date this
Agreement shall be considered terminated and all rights of the Grantee to use
the Public Ways to provide the Services shall cease; provided however that the
City may extend this Agreement at its sole option for two consecutive one-year
periods.



     Section 2.5 Renewal. At any time during the last Compensation Year
occurring prior to the Initial Expiration Date, Grantee may request the City to
enter into negotiations toward renewing or extending this Agreement. The
exercise by Grantee of this option shall not bind the City as to acceptance of
any particular terms or renewal of the rights granted by this Agreement, if the
City determines such terms or the renewal of this Agreement is not in the best
interests of the City. Any proposed renewal, extension or modification of this
Agreement is subject to City Council approval, modification, or rejection in its
sole discretion.



     Section 2.6 Acts or Omissions of Affiliates and Other Entities. During the
term of this Agreement, Grantee shall be liable to the City for the acts or
omissions of any entity used by



10









 







Grantee (including an Affiliate) when such entity is involved directly or
indirectly in the construction, installation, maintenance, or operations of
Grantee’s District Cooling System or the provision of Services as if the acts or
omissions of such entity were the acts or omissions of Grantee.



     SECTION 3. NATURE OF LIMITATION OF RIGHTS GRANTED



     Section 3.1 Rights Not Exclusive. This is a nonexclusive grant to use the
Public Ways and is made expressly subject to and subordinate to the right of the
City to use the Public Ways for any public purpose.



     Section 3.2 Other Permittees. This grant is nonexclusive and the City does
not agree to restrict the number of franchises, licenses, use agreements or
permits of any kind in all or any part of the City, including, but not limited
to, such arrangements made regarding other District Energy Systems or providers
of Services. The grant and authority herein granted are not intended to limit or
modify any franchise, license or permit previously granted by the City to any
other occupant of the Public Ways. Therefore, the Grantee, recognizing the
rights of other franchisees, licensees and permittees in the Public Ways, shall
exercise the grant and authority herein granted in such a manner as not to
interfere unreasonably with the rights of other prior or future franchisees,
licensees and permittees in the Public Ways and to act so as not to endanger or
to impair the facilities of any other such franchisee, licensee, or permittee.
Prior and future franchisees, licensees, or permittees shall also, in like
manner, be required to respect the rights and not interfere with the rights of
the Grantee herein.



11









 





     Section 3.3 City’s Rights Over Public Way.



     3.3.1 City’s Authority is Paramount. Grantee acknowledges and accepts at
its own risk that the City may make use in the future of the Public Ways in
which Grantee’s District Cooling System or any portion thereof is located in a
manner inconsistent with Grantee’s use of thereof.



     3.3.2 Removal and Relocation. The City reserves the right to exercise its
police and/or proprietary powers, to modify, vacate, or transfer what is now the
Public Way for a public purpose. At Grantee’s own risk, the City has a
predominant right to use the Public Ways in the placement, maintenance, and
repair of sewers, water mains, telecommunications and other utility facilities
or to require that Grantee relocate or remove any part of the District Cooling
System where the City determines public convenience would be enhanced or for any
other public purpose, including but not limited to the use of the Public Ways
for public transportation purposes. The permit referred to in Section 13.1 may
be amended or revoked in whole or in part by the Commissioner of the Department
of the Environment, in consultation with the Commissioner of the Department of
Transportation, should such Commissioner consider it necessary or advisable for
a public purpose or that the continued operation of Grantee’s Distribution
System in whole or part would be injurious with the public health or safety.
Grantee shall make no claims for costs or damages against the City by reason of
such removal or relocation. Upon thirty (30) days written notice to Grantee of
partial or complete revocation of permit from the Commissioner the Department of
the Environment, Grantee shall remove, modify, replace, or relocate its
facilities as required at its own expense. In the event that Grantee shall not
remove, modify, replace, or relocate its facilities as required by said notice
within thirty (30) days as aforesaid, the Commissioner of the Department of the
Transportation may cause the same to be done at Grantee’s expense and all
expenses incurred or damages paid by the City on



12









 







account of such action shall be paid by Grantee on demand. In the event the City
exercises its predominant right to use any part of the Public Way for a public
purpose, the City shall reasonably cooperate with Grantee in finding an
alternate site for any facilities comprising a part of the Distribution
Facilities which are removed and in avoiding disruption to Grantee’s District
Cooling System or Services to the extent such disruption is not reasonably
required. In an emergency, as determined by the City, the City may order Grantee
to remove, relocate or deactivate its facilities within forty-eight (48) hours.



     3.3.3 Grantee shall, in coordination with the City’s police and fire
departments, establish standard operating procedures for emergency situations.
Grantee shall maintain adequate local offices to provide repairs and maintenance
services and personnel available to address both concerns arising during normal
business hours and 24 hour emergency service. The City shall be informed as to
the location and telephone number of Grantee’s regular office and of its
emergency representative. Wherever, in case of fire or other disaster, it
becomes necessary in the judgment of the City to remove or to take action which
results in damage to any of Grantee’s District Cooling System, no charge shall
be made by Grantee against the City for restoration and repair.



     3.3.4 Temporary Removal. At the request of any person holding a valid
building permit issued by the City and upon reasonable notice, depending on the
circumstances, but not, in any case, exceeding thirty (30) days (unless Grantee
shall reasonably demonstrate to the City that more than thirty (30) days shall
be required, in which case, such longer period as the City may reasonably
determine) Grantee may temporarily raise, lower, or remove its pipes as may be
necessary for the performance of the work so permitted, subject to payment in
advance to the



13









 







Grantee of the direct and indirect expenses of such temporary move by the permit
holder, including standby time.



     Section 3.4 No Burden on Public Ways. Grantee shall not attempt to
construct, or install, its Distribution System in such a fashion as to unduly
burden the present or future use of the Public Ways or to exclude other present
or future users of the Public Ways, including, but not limited to, other
District Energy Systems or providers of Services. In designing its Distribution
System, Grantee shall not provide for conduit space in excess of Grantee’s
present or reasonably anticipated future needs, based upon Grantee’s business
plan which shall be submitted to the City prior to the issuance of any permit
pursuant to Section 13.1. Such business plan shall include a list of current and
reasonably anticipated customers of the Services, together with copies of all
available letters of intent. The Commissioner of the Department of Environment,
in consultation with the Department of Transportation, is authorized to regulate
the size of the Distribution System to be used by Grantee in the Public Way. In
the event that the City shall determine that any portion of Grantee’s District
Cooling System, either planned or constructed, unduly burdens any portion of the
Public Ways for present or future use, Grantee shall be required either to
modify its plans for construction of its Distribution System, or to take such
actions as the City shall determine for the sake of public convenience to
eliminate the problem within the time provided by the City and the Code.



     Section 3.5 Police Power.



     (a)The City expressly reserves, and the Grantee expressly recognizes, the
City’s right and duty to adopt, from time to time, in addition to the provisions
herein contained, such ordinances, rules and regulations as the City may deem
necessary in the exercise of its police



14









 







power, provided that such ordinances, rules or regulations shall be reasonable
and not unconstitutionally in conflict with the rights granted in this
Agreement.



     (b)The City, by the granting of this Agreement, does not surrender or to
any extent lose, waive, impair or lessen the lawful powers and rights now or
hereafter vested in the City under the Constitution and statutes of the State of
Illinois and under the Code. Grantee, by its acceptance of this Agreement agrees
that all lawful regulatory powers and rights, as may be from time to time vested
in the City, shall be in full force and effect and subject to the exercise
thereof by the City, at any time from time to time. The exercise of these lawful
powers and rights shall not unconstitutionally conflict with the rights granted
in this Agreement.



     Section 3.6 Furnishing of Information. Grantee shall furnish to the City’s
Department of Revenue, such information as may be required at such times by such
Department (including customer lists, if so required), to effect compliance by
Grantee and Grantee’s customers with any ordinances of the City of Chicago which
shall be in effect from time to time regulating, taxing or otherwise concerning
Grantee’s operation of its District Cooling System pursuant to this Agreement.
Grantee also specifically acknowledges its duty and obligation to comply with
the ordinances of the City, including any ordinances that require the payment or
collection of any City tax, or the obtaining of any City licenses. Breaching the
provisions of this section 3.6 shall be a default under this Agreement.



     SECTION 4. CHANGE OF CONTROL, ASSIGNMENT, AND SUBLEASE



     Section 4.1 Change of Control



     4.1.1 Privilege is Personal to Grantee. The rights granted pursuant to
this Agreement shall be a privilege to be held in personal trust by Grantee.
Except as otherwise provided herein,



15









 







Grantee shall not transfer or assign the rights granted in this Agreement or its
ownership or operation of its District Cooling System, or any portion thereof
through sale, merger, corporate reorganization, consolidation, leaseback or any
other manner or transfer or assign in any manner conduit or other space occupied
by its District Cooling System, without the prior consent of the City Council
expressed by resolution and then only on such conditions as may be therein
prescribed. Any sale, transfer or assignment not made according to the
procedures set forth in this Section 4 shall void the rights granted by this
Agreement. The sale, transfer or assignment in bulk of the major portion of the
tangible assets of Grantee shall be considered an assignment subject to the
provisions of this Section 4.



     4.1.2 Authorization by City Council. Any sale, transfer or assignment
described in Section 4.1.1 authorized by City Council shall be made by a bill of
sale or similar document, an executed copy of which shall be filed with the
Commissioner of the Department of the Environment within thirty (30) days after
any such sale, transfer or assignment; provided however, that the assignee must
agree to comply with this Agreement and amendments thereto, provide proof of
legal, technical, financial, and character qualifications as reasonably
determined by the City, and provide disclosure of ownership interests as
required by Chapter 2-154 of the Municipal Code of Chicago and provide such
other certifications as the City shall determine are required.



     4.1.3 Transfer to Subsidiary. Notwithstanding Section 4.1.1, Grantee may
form a wholly owned subsidiary and assign its rights under this Agreement to
such subsidiary without prior consent the City Council; provided, however, that
Grantee shall provide notice of such assignment and full disclosure to the
Commissioner of the Department of the Environment and



16









 







the Corporation Counsel as to the nature of such subsidiary within thirty (30)
days of such assignment.



     4.1.4 Transfer of Control of Grantee. Prior approval of City Council,
which shall not be unreasonably withheld, shall be required where ownership of
fifty percent (50%) or more of the control of Grantee is acquired during the
term of this Agreement in any transaction or series of transactions by a person
or one or more of persons acting in concert, none of whom owned or controlled
fifty percent (50%) or more of the right to control Grantee, singly or
collectively on the effective date of this Agreement. By its acceptance of this
Agreement, Grantee specifically agrees that any such acquisition occurring
without prior approval of the City Council shall void the rights granted under
this Agreement. This provision shall apply to any limited partnership wherein
fifty percent (50%) or more of the control of Grantee is to be transferred to
limited partners or to a general partner which is not Grantee.



     4.1.5 Pledge of Controlling Interests or Assets. Prior City Council
approval shall not be required for a transfer or pledge in trust, mortgage, or
hypothecation of Grantee’s partnership interests or common stock, as the case
may be, or portions of Grantee’s District Cooling System in whole or in part to
secure an indebtedness except where such pledge shall involve hypothecation of
more than seventy-five (75%) of the fair market value of Grantee’s District
Cooling System. Prior consent of City Council shall be required for such pledge
or transfer in trust of more than seventy-five (75%) of the fair market value of
Grantee’s District Cooling System, as and said consent shall not be withheld
unreasonably. Any such pledge or transfer in trust does not imply any right of
the pledgee to assume any rights hereunder without City Council approval.



17









 





     4.1.6 Disclosure of Ownership. Grantee must submit to the Department of
the Environment, the Economic Disclosure Statement required by Chapter 2-154 of
the Code. Grantee, or any assignee permitted hereunder, shall, within thirty
(30) days of any such transaction, file an amendment to the foregoing statement
of ownership interest with the Department of the Environment in the event
ownership of ten percent (10%) of control Grantee is acquired during the term of
this Agreement by any person or one or more groups of persons acting in concert
after the Effective Date.



(A) Grantee shall furnish to the City’s Department of Revenue, such information
as may be required at such times by such Department (including customer lists,
if so required), to effect compliance by Grantee and Grantee’s customers with
any ordinances of the City of Chicago which shall be in effect from time to time
regulating, taxing or otherwise concerning Grantee’s operation of its District
Cooling System pursuant to this Agreement which information is proprietary and
shall be held confidential subject to Section 14.1. Grantee also specifically
acknowledges its duty and obligation to comply with the ordinances of the City,
including any ordinances that require the payment or collection of any City tax,
or the obtaining of any City licenses. Breaching the provisions of this
subparagraph A shall be a default under this Agreement.



     SECTION 5. COMPENSATION



     Section 5.1 General Compensation. Grantee agrees to pay the City as
General Compensation during each Compensation Year for the use of the Public
Ways throughout the duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof) a sum equal to the General
Compensation as set forth below. The General Compensation during the
Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two



18









 







percent (2%) of Grantee’s Total Gross Billings. The General Compensation during
the Compensation Year ending December 31, 1996 shall be the greater of $70,000
or two percent of Grantee’s Total Gross Billings. For each Compensation Year
beginning in the 1997 Compensation Year (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof and to adjustments made pursuant to
Section 7.1.2); the General Compensation fees shall be two percent (2%) of Total
Gross Billings; but in no case shall the General Compensation for any
Compensation Year beginning in 1997 be less than $70,000 (subject to adjustment
pursuant to Section 7.1.2), adjusted for the rate of inflation pursuant to the
Consumer Price Index for Urban Areas.



     5.1.1 Calculation and Payment on a Monthly Basis. Grantee shall pay to the
Director of the Department of Revenue for each month during a Compensation Year
an amount equal to the greater of:





	 	(a)	 	a percentage of applicable minimum fixed fee described
in Section 5.1, calculated on the basis of the amount of
such minimum fee divided by the number of months in such
Compensation Year; or
	 
	 	(b)	 	the estimated Annual Gross Billings Based Fee for such
month.





     The greater of (a) or (b) above shall be referred to as the “Monthly
Payment”. Grantee shall forward by check or money order an amount equal to the
Monthly Payment by the fifteenth day of the calendar month immediately following
the month for which such Monthly Payment is due. Any necessary prorations shall
be made.



     5.1.2 Recalculation at End of Each Compensation Year. At the end of each
Compensation Year, Grantee shall recalculate the total General Compensation
actually due



19









 







pursuant to Section 5.1 hereof. Such results shall be audited pursuant to
Section 5.5.3 hereof. If additional amounts are due the City by Grantee, said
amounts shall be paid by the fifteenth (15th) day of the second month of the
Compensation Year following the Compensation Year during which such amounts were
originally due. If Grantee has overpaid the City, the excess shall be taken as a
credit against future compensation due the City pursuant to this Agreement, or
if the Agreement is terminated, refunded to the extent such overpayment exceeds
amounts due under Section 10.4. Any necessary prorations shall be made. On or
before July 1 of each year, Grantee shall provide the City with its best
estimates of General Compensation for the following calendar year.



     5.1.3 Not a Tax. Payment by Grantee to the City of the General
Compensation and other fees and compensation set forth in Section 5 in this
Agreement are compensation for use of the Public ways and shall not be
considered in the nature of a tax. Such payments shall be separate from and
additional to any and all federal, state, local, and municipal taxes, as may be
due, which are separate and distinct obligations of Grantee.



     5.1.4 No Right of Setoff. All payments due to the City from Grantee
pursuant to this Agreement shall be paid without counter-claim, setoff,
deduction, or defense. In the event Grantee does setoff or deduct any amount
from any such payment or otherwise reduces the amount due based on a
counterclaim or defense, the City shall have the right to, without incurring any
liability to Grantee, its customers or any third person, pursue any and all
remedies available to it at law or in equity, including without limitation,
revocation of this Agreement and the permit described in Section 11.1.



20









 





     Section 5.2 Most Favored Vendee Status; Favorable City Treatment. During
the term of this Agreement, the Grantee shall always treat the City as a “most
favored vendee”. In the event that the City shall desire to contract for the
purchase, lease, or other use of any Services provided by Grantee, or any
affiliate of Grantee, Grantee shall, subject to applicable law, offer the City
contract terms and conditions no less favorable (including but not limited to,
rate of compensation, warranties, and payment) than the most advantageous terms
and conditions offered to and accepted by any of Grantee’s customers on similar
or identical transactions. Contracts negotiated with the City for the provision
of Services shall be amended to include any more favorable terms included in any
other customer’s contract related to rates and discounts.



     Section 5.3 Subsequent Action Affecting Compensation. If during the term
of this Agreement any court, agency or other authority of competent jurisdiction
takes any action or makes any declaration that adversely affects the legality or
collection of the General Compensation or the legality or provision of any other
compensation which may be negotiated throughout the term of this Agreement, the
City and Grantee shall enter into negotiations to amend this Agreement to make
the City whole in a manner consistent with said action or declaration by
restoring the City to a position equivalent to that which it held prior to said
action or declaration.



     Section 5.4 Other Fees. In addition to and unrelated to the payments of
the General Compensation and the provision of the Additional Compensation,
Grantee shall pay all fees and deposits necessary to obtain federal, state,
local and City licenses, permits and authorizations required for construction,
installation, maintenance or operation of its District Cooling System.



21









 





     Section 5.5 Financial Audit.



     5.5.1 Records. (A) Grantee shall maintain accurate, complete and
satisfactory books of accounts and records of its operations within the City to
show Total Gross Billings, on a monthly basis and by service category,
consistent with generally accepted accounting principles. To the extent
practicable and required to verify the amount of the General Compensation
payable to the City and compliance with any other term of this agreement, all
such books of accounts and records as well as representatives of franchise
holder shall be made available to City for inspection and/or examination during
normal business hours, upon reasonable prior notice, at Grantee’s principal
office or other office in Chicago. In the event the principal office is not
located in Chicago, Grantee shall bear all the expenses of copying and
transmitting said books of accounts and records to the City or all costs of the
City, including but not limited to meals, hotels, and transportation, in
travelling to the principal office of Grantee.



     5.5.2 Annual Audit. Annually, beginning in 1996 no later than August 30th
of every Compensation Year during which this Agreement remains in force, Grantee
shall supply to the City a copy of said financial statements and a certificate
from an independent certified public accountant attesting to an audit showing
that the amounts of compensation paid under Section 5.1 for the prior
Compensation Year were in compliance with the provisions of Section 5.1 as to
General Compensation. The City acknowledges that the financial statements so
provided by Grantee are proprietary in nature and shall be held as confidential,
subject to the provisions of Section 14.1 hereof.



     5.5.3 City Right of Audit. The City reserves the right, upon ten (10) days
written notice to audit and review the records serving as the basis for such
audit, which records shall also be regarded as proprietary and confidential
subject to the provisions of Section 14.1 hereof. In the



22









 







event the independent audit ordered by the City properly determines that
Grantee’s General Compensation paid to the City was underpaid in the prior
Compensation Year by more than 5%, Grantee shall bear the cost of the City’s
audit.



     SECTION 6. INSURANCE, INDEMNIFICATION, SURETY BOND AND LETTER OF CREDIT



     Section 6.1 Insurance. On or prior to any commencement of construction of
Grantee’s Initial Distribution System and in no event later than thirty (30)
days following the Effective Date of this Agreement (unless such 30-day period
is extended by the City) and at all times thereafter during the term of this
Agreement, and thereafter during such time as may be required to remove
Grantee’s Distribution Facilities and restore the Public Ways or public property
where such Distribution Facilities were constructed), Grantee shall obtain, pay
all premiums for, and file with the City Comptroller’s Office of Risk Management
the types of insurance specified below with insurance companies authorized to do
business in the State of Illinois with a financial rating acceptable to the City
in the exercise of its reasonable discretion, covering all operations under this
Agreement, whether performed by Grantee or its Contractors. The kinds and
amounts of insurance required are as follows:





	 	(A)	 	Worker’s Compensation and Occupational Disease Insurance.
Worker’s Compensation and Occupational Disease Insurance in
statutory amounts under Illinois Law, covering all employees
of the Grantee and any Contractor shall be obtained.
Employer’s liability coverage with limits of not less than
$500,000 each accident or illness shall be included.




23









 














	 	(B)	 	Commercial Liability Insurance. (Primary and Umbrella)
Commercial Liability or Comprehensive General Liability
(Broadform) Insurance with limits of not less than $10,000,000
per occurrence, for bodily injury, personal injury and
property damage liability shall be obtained.
Products/completed operation, independent contractors,
contractual liability, broad form property damage, sudden and
accidental pollution, explosion, collapse and underground
coverages are to be included. Coverages shall not contain any
exclusions unacceptable to the Comptroller’s Risk Management
Office. The City is to be named as an additional insured
without recourse or right of contribution for any liability
arising from the work. Any self-insured retention provision
must be approved in advance by the City Comptroller’s Office
of Risk Management.
	 
	 	(C)	 	Railroad Protective Liability Insurance. When any work is to
be done adjacent to or on transit property, Grantee shall
provide, with respect to the operations Grantee or any
Contractor performs, Railroad Protective Liability Insurance
(AAR-AASHTO form) in the name of the transit/railroad entity.
The policy shall have limits of not less than $2,000,000 per
occurrence, combined single limit, for losses arising out of
injuries to or death of all persons, and for damage to or
destruction of property, including the loss of use thereof. A
$6,000,000 annual aggregate may apply.




24









 







	 	(D)	 	Automobile Liability Insurance (Primary and Umbrella). When
any motor vehicles are used in connection with the work to be
performed, Grantee shall maintain Automobile Liability
Insurance with limits of not less than $2,000,000 per
occurrence, combined single limit, for bodily injury and
property damage. The City is to be named as an additional
insured.
	 
	 	(E)	 	Professional Liability. When any architects, engineers or
consulting firms perform work in connection with Grantee’s
Distribution System, Professional Liability insurance shall be
maintained with limits of $1,000,000. The policy shall be
written for the full term of the Agreement and the policy
shall have extended reporting periods of three years. When
policies are renewed or replaced, the policy retroactive date
must coincide with, or precede the start of the project under
this Agreement. Coverage shall include blanket contractual
liability.





     Grantee will furnish the City of Chicago, Risk Management Department,
Depaul Center, 333 South State, Room 400, Chicago, Illinois 60604 , original
Certificates of Insurance evidencing the required coverage to be in force on the
date of this contract, and Renewal Certificates of Insurance, of such similar
evidence, if the coverages have an expiration or renewal date occurring during
the term of this Agreement.



     The insurance hereinbefore specified shall be carried through the period
of the Agreement. Failure to carry or keep such insurance in force may
constitute a violation of the Agreement, and the City maintains the right to
exercise whatever rights and remedies it may have in law or in equity until
proper evidence of insurance is provided. In lieu of the foregoing



25









 







coverages, Grantee may self-insure to the extent acceptable to the City’s Risk
Management if it provides for a certificate of Self-insurance acceptable to the
Risk Manager.



     The insurance shall provide for thirty (30) days prior written notice to
be given to the Department of Purchases and the Risk Management Office in the
event coverage is substantially changed, canceled, or non-renewed.



     Grantee shall require all Contractors to carry the insurance required
herein, or Grantee may provide the coverage for any or all Contractors, and, if
so, the evidence of insurance submitted shall so stipulate.



     Grantee expressly understands and agrees that any insurance coverages and
limits furnished by Grantee shall in no way limit the Grantee’s liabilities and
responsibilities specified within this Agreement or by law.



     Grantee and each Contractor agrees that insurer shall waive their rights
of subrogation against the City of Chicago. If any policy required to be
purchased pursuant to this Agreement is subject to a deductible or similar
provision limiting or reducing coverage, the deductible shall be paid by Grantee
in the event of a loss occasioned by Grantee or any Contractor’s negligence or
intentional acts.



     Section 6.2 Bond. Grantee shall, not later than the Effective Date, obtain
a bond running to the City, which may be annually renewable or multi-year,
running to the City with good and sufficient corporate surety acceptable to the
City Comptroller in his reasonable discretion, with a minimum amount of Five
Million Dollars ($5,000,000). Said bond shall be conditioned upon the faithful
performance and discharge of the obligations imposed in this



26









 







Agreement on the Grantee and shall insure the cost of removal, relocation or
abandonment of Grantee’s District Cooling System or a portion thereof at any
time the City determines the need for removal. The City’s right to recover under
the bond shall be in addition to any other rights it may have pursuant to this
Agreement or under law. Any proceeds recovered under the bond may be used to
reimburse the City for loss of payment of General Compensation by Grantee,
including principal and overdue interest, if any, and liquidated damages, if
any, in case of default and other valuable consideration given pursuant to this
Agreement, and to pay or reimburse the City for such reasonable additional
expenses as may accrue or be incurred by the City as a result of Grantee’s
failure to comply with this Agreement including, but not limited to, reasonable
attorneys fees and the cost of any action or proceeding or judgment against the
City, the reasonable cost of removal, relocation or abandonment of Grantee’s
facilities, and the cost of any reasonable auditing costs and fees. For the City
to recover from the surety or from the Grantee under this Section for removal,
relocation, alteration, repair, maintenance or restoration of Grantee’s
structures, it is not necessary that the City first perform such work. The
Commissioner of the Department of the Transportation is hereby authorized to
determine the reasonable cost of performing said removal, relocation,
alteration, repair, maintenance or restoration and his decision as to the amount
shall be final and binding. The bond shall provide and Grantee agrees that, upon
receiving written notification from the Commissioner of the Department of
Transportation of the reasonable cost of said removal and restoration, the
Grantee and the surety shall pay said amount upon demand together with other
reasonable related costs occasioned by any such default.



     Section 6.3 Letter of Credit. In lieu of the bond described in Section
6.2, and at the request of the Commissioner of the Department of Environment,
Grantee shall provide the City



27









 







with a letter of credit in the principal amount of Five Million Dollars
($5,000,000). Said letter of credit shall be used to ensure the faithful
performance by Grantee of all provisions of this Agreement and compliance with
all orders, permits and directions of any agency, commission, board, department
division or office of the City having jurisdiction over Grantee’s acts or
defaults under this Agreement and for payment by Grantee of any penalties,
liens, claims and taxes due the City which arise by reason of the construction,
installation, operation or maintenance of Grantee’s Facilities. Said letter of
credit shall provide that if Grantee fails to pay the City any General
Compensation due the City within the time fixed in this Agreement; or fails to
repay the City within ten (10) days any reasonable damages, expenses or costs
which the City is compelled to pay by reason of Grantee’s act or omission to act
in connection with this Agreement; or fails after three (3) days notice of such
failure to comply with any provisions of this Agreement which the Commissioner
of the Department of the Transportation reasonably determines can be remedied by
a draw on the letter of credit, the City can immediately request payment of the
amount of the deficiency, with interest and penalties, if any, from the letter
of credit. Upon such request for payment, the City shall notify the Grantee of
the amount and date thereof. If amounts are drawn under the letter of credit,
Grantee shall take such actions as may be necessary to maintain such letter of
credit at full amount within three (3) days of notification by the City of its
withdrawal against such letter of credit. The rights reserved to the City under
such letter of credit shall be in addition to any other rights it may have
pursuant to this Agreement or under law. The form of the letter of credit shall
be approved by the Corporation Counsel.



     Section 6.4 Replacement Bond or Letter of Credit. The bond described in
Section 6.2 or letter of credit described in Section 6.3 shall contain a
covenant or endorsement of the surety



28









 







or the issuer of the letter of credit, as the case may be, to provide sixty (60)
days advance written notice by registered mail of such surety’s or issuer’s
intention to terminate, substantially change, or not to renew such bond or
letter of credit to the Corporation Counsel and the Grantee. In the event of any
of the foregoing notices being given, Grantee shall obtain, pay premiums for,
and file with the City’s Corporation Counsel a replacement bond or letter of
credit as the case may be, which shall begin coverage on or prior to the
proposed effective date of such termination, substantial change or non-renewal
(“Cancellation Date”); provided, however, that no replacement bond or
replacement letter of credit, as the case may be, shall meet the requirements of
Section 6 unless it has been approved by the Corporation Counsel on or prior to
the Cancellation Date of the bond, or letter of credit being replaced. The City
shall approve or reject in writing any proposed replacement bond within thirty
(30) business days of submission to the Corporation Counsel. In the event
Grantee is unable to procure a replacement bond meeting the requirements of
Section 6.2 or a replacement letter of credit meeting the requirements of
Section 6.3 by the Cancellation Date, then Grantee can satisfy the requirements
of Section 6.1 by depositing the sum of Five Million Dollars ($5,000,000) on or
prior to the Cancellation Date into an escrow account for the benefit of the
City, which escrow account would be held by a trustee of the City’s choosing
pursuant to an escrow agreement reasonably satisfactory to the Corporation
Counsel.



     Section 6.5 Failure to Comply is Material Breach. Except as permitted by
Section 6.1, failure to carry the insurance required by Section 6.1 throughout
the period set forth in Section 6.1 shall constitute a material breach of this
Agreement. Except as permitted by Section 6.4, failure to maintain in force a
bond meeting the requirements of Section 6.2 or a letter of credit meeting the
requirements of Section 6.3 shall constitute a material breach of this
Agreement.



29









 





Upon any such material breach, without requirement for any hearing or notice,
the permit described in Section 13.1 shall be automatically suspended without
further action by the City. Upon such suspension, no further work related to
Grantee’s District Cooling System shall be permitted and Grantee shall
immediately cease operation of its District Cooling System. Such permit is
subject to reinstatement by the City upon compliance by Grantee with the
requirements of Section 6.1 and 6.2 and satisfaction by Grantee of such
conditions as the City shall determine are necessary for protection of the City.
The City further reserves the right to remove or cause the removal of any or all
of Grantee’s facilities in the Public Ways subject to this Agreement. The
parties hereto agree that a material breach of Sections 6.1 and 6.2 creates
irreparable harm against the City for which an injunction is proper.



     Section 6.6 Right to Require Replacement of Bond (or Letter of Credit) or
Insurance. If the financial condition of any bonding or insurance company (or
letter of credit issuer) issuing a performance bond (or letter of credit) or
insurance policy pursuant to Section 6 materially and adversely changes, the
City may, at any time, require that any such bond (or letter of credit) or
insurance policy be replaced with such other bond (or letter of credit) or
insurance policy consistent with the requirements set forth in this Section.



     Section 6.7 Alteration. Grantee shall not materially change or alter the
terms or conditions of the bond (or letter of credit) or insurance policies
referred to herein or replace or cancel said bond (or letter of credit) or
insurance policies without prior approval of the City Comptroller’s Office of
Risk Management (in the case of the insurance policies) or the Corporation
Counsel (in the case of the bond or letter of credit).



30









 





     Section 6.8 City Comptroller’s Right to Increase Minimum Limits. In the
event of changed circumstances that would render the limits of the insurance
policies set forth in Section 6 hereof inadequate, the City reserves the right
to reasonably increase the minimum limits of such insurance policies, at the end
of the policy terms, upon sixty (60) days’ prior written notice to Grantee in
order to ensure adequate protection to the City. Within sixty (60) days after
the date of notice, Grantee shall increase the limits of such insurance
policies, as applicable, to an amount equal to or greater than the increased
minimum limits.



     Section 6.9 No Excuse from Performance. None of the provisions contained
herein nor the bond (or letter of credit) or any of the insurance policies
required herein shall be construed to excuse the faithful performance by Grantee
of the terms and conditions of this Agreement or limit the liability of Grantee
under this Agreement for any and all damages in excess of the amounts of such
performance bond (or letter of credit) or insurance policies.



     Section 6.10 Insurance for Contractors and Subcontractors. Grantee shall
provide coverage for any Contractor by either obtaining the necessary
endorsements to its insurance policies or requiring such contractor or
subcontractor to obtain appropriate insurance coverage consistent with Section
6.1 of this Agreement and appropriate to the extent of its involvement in the
construction, installation, maintenance or operation of Grantee’s District
Cooling System and shall provide evidence of the foregoing as required in
Section 6.1.



     Section 6.11 Indemnity. Grantee shall be responsible for the support,
safety and protection of its District Cooling System and Services and the Public
ways being used by Grantee and for the safety and protection of all persons and
all property coming into contact with Grantee’s facilities or their operations.
Grantee shall be responsible for all damage to life, person



31









 







and property due to the acts or omissions of the Grantee, its Contractors,
Affiliates, subcontractors, agents or employees, in connection with its
activities within Public Ways. Grantee shall, at its sole cost and expense,
indemnify, defend, keep and save harmless the City, its officials, boards,
commissions, consultants, agents and employees (collectively the “Indemnified
Parties”) against any and all suits, causes of action, proceedings and judgments
for claims, losses, damages (whether such claims, losses, and damages are for
personal injury, property damage or interruption of utility service),
liabilities, judgments, cost and expenses (collectively referred as a “Loss”)
arising out of the grant of rights pursuant to this agreement and Grantee’s
installation, construction and maintenance and operation of its District Cooling
System or provision of the Services, or which in any way may result therefrom,
whether or not it shall be alleged or determined that a Loss was caused through
negligence or omission of Grantee or any of its employees, Affiliates,
Contractors, subcontractors, agents or employees. The term “Loss” specifically
shall be deemed to include, but not be limited to, any liability for the payment
of Workmen’s Compensation under Illinois law which the City is required to make
and Grantee specifically covenants to reimburse the City for any such payments
made by the City. Grantee expressly understands and agrees that the insurance,
bond or insurance required by this Agreement shall in no way limit the
responsibility of Grantee to indemnify, keep and save harmless and defend the
Indemnified Parties pursuant to this Section. Indemnified expenses shall
include, but not be limited to, all out-of-pocket expenses of the City, such as
attorney fees, and shall also include the reasonable value of any services
rendered by the Corporation Counsel or his assistants or any consultants,
employees or agents of the City and all costs and other expenses arising
therefrom or incurred in connection therewith. The obligations set forth in this
Section 6.8 shall survive termination or revocation of this Agreement.



32









 





     SECTION 7. CONSTRUCTION, INSTALLATION AND MANAGEMENT OF GRANTEE’S
DISTRIBUTION SYSTEM



     7.1.1 Initial Distribution Facilities. Prior to the Effective Date of this
Agreement, Grantee shall place on file for approval with the Commissioner of the
Department of Environment and the Commissioner of the Department of
Transportation and the Commissioner of the Department of Buildings prints, maps
and plans showing the exact proposed location of the First Plant and all related
portions of the Initial Distribution Facilities proposed to be installed in the
Public Ways as set forth in Exhibit 1, and the location of each conduit to be
entered and the number of manholes or other openings to gain access to said
conduit and a proposed construction schedule by utility quarter. Pursuant to
City rules and regulations related to the City’s policy for District Energy
Systems, the Department of the Environment shall coordinate the City’s review
and permitting process for all District Energy Systems, including Grantee’s
System. Permits for demolition must be obtained from the City’s Department of
Buildings. Revisions to previously approved prints, maps, plans and construction
schedules must receive prior approval by the City departments described above
and shall be incorporated in amendments to Exhibits 1 and 2. Similar information
shall be filed with the Commissioner of the Department of the Environment and
the Commissioner of the Department of Transportation for approval prior to the
issuance of a permit for any proposed extension, reduction or removal of any
part of Grantee’s Initial Distribution Facilities from the Public Way which
shall be incorporated in Amendments to Exhibits 1 and 2.



     7.1.2 Additional Distribution Facilities



     (a) No Additional Distribution Facilities may be installed or constructed
except in connection with an Approved Plant. Prior to applying with the City for
approval of a new Plant,



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Grantee shall file with the City a proposal showing among other things, the
proposed Plant location, and the proposed location of all related portions of
the System including Additional Distribution Facilities The City may reject or
modify such proposal prior to formal submission to City Council of a plan for
approval of a Plant.



     (b) Prior to installation in the Public Ways of Additional Distribution
Facilities related to a Plant pending City Council approval or which is an
Approved Plant, Grantee shall negotiate an amendment to this Agreement with the
City, including an amendment to Exhibit 1. Such amendment shall provide for an
increase in the minimum fees set forth in Section 5 proportionate to fees
established in Section 5 and based on the maximum capacity of the applicable
Plant. Such amendment shall be submitted for authorization to the City Council
of the City prior to execution of such amendment by the parties. As part of the
negotiation of any such amendment, Grantee shall submit to the City such prints,
maps and plans as the City shall reasonably request. Upon approval of any such
amendment and its execution, Grantee shall proceed to obtain permits for the
Additional Distribution System pursuant to the provisions of Section 7.



     7.1.3 Notwithstanding Section 7.1.1 and Section 7.1.2 the Department of
Transportation or the Department of the Environment may designate the
configuration of Grantee’s Distribution System to minimize use of available
Public Ways along which any of the Grantee’s System whether separately or
jointly, shall be placed. The Department of Transportation may refuse to permit
the Grantee to lay mains or conduits along both sides of, or in more than one
part of any street.



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     7.1.4 If the installation of the District Cooling System requires the
relocation of facilities within the Public Ways, said relocation or measures to
minimize or eliminate the interruption shall be at Grantee’s sole expense.



     Section 7.2 Construction Requirements and Standards.



     7.2.1 In General. Grantee shall construct, install, maintain and operate
its District Cooling System in a safe, orderly and workmanlike manner utilizing
only materials of good, durable quality with due respect for engineering
considerations and in accordance with applicable federal, state, City and local
laws and regulations. Grantee shall at all times install its Distribution System
in accordance with the standards set by the City’s Department of Transportation,
the Department of Environment and the Department of Buildings.



     7.2.2 Compliance Standards. Grantee shall at all times comply with the
following:



     (A) Applicable provisions of the Municipal Code of Chicago



     (B) Written standards and permit restrictions of the Department of
Transportation or Department of Building applicable to Grantee’s construction,
installation, operation and maintenance of its Distribution System.



     (C) Applicable statutes and regulations of the United States (including
its agencies) and of the State of Illinois (including its agencies).



     7.2.3 Construction and Installation Procedures. No portion of Grantee’s
Distribution System may be constructed, installed or modified on any portion of
the Public Ways without prior approval of the Commissioner of the Department of
the Environment and the Commissioner of the Department of Transportation and the
issuance of a permit therefor.



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Permits will only be issued after written documentation has been received by the
Commissioner of the Department of Transportation from the existing users of the
Public Ways in the regard to the effect of the proposed installation of
Distribution Facilities on such users’ existing facilities. Grantee shall submit
to the City documents which set forth the specifications, standards and
procedures for construction and installation of its Distribution System. Said
specifications, standards and procedures shall be consistent with the highest
standards of the district cooling industry and shall, at a minimum, establish
procedures to ensure quality work and provide for the safety and protection of
residents and property. Said documents shall be submitted to the City for review
and Additionally, said specifications, standard and procedures shall provide
for, and Grantee’s District Cooling System shall in fact be constructed, to meet
the following requirements:




     (i) Latest applicable available industry standards for detecting
leaks in District Energy Systems shall be followed by Grantee.
Consideration shall be given to “pipe in pipe” construction for the
Distribution System. Leak protection plans and procedures (including
emergency strategy) for Grantee’s District Cooling System shall be
submitted for approval to the Department of Environment and the Department
of Transportation; and




     (ii) All portions of the Distribution System shall be designed to
preclude freezing and to follow the latest industry standards for District
Energy Systems in regard to freezing conditions. To that end, all portions
of the Distribution System shall be subject to the City’s “3 foot minimum”
cover standards from the top of the pipe to the general cover level unless
Grantee shall obtain a waiver from the Department of the



36









 






Environment and the Department of Transportation. Submission of a request
for any such waiver shall include adequate justification; and




     (iii) The Distribution System shall be designed to the extent
possible not to diminish or prevent access for repair and maintenance of
underground facilities, whether owed by the City or by any third party. To
the extent that such diminution or prevention is proposed, Grantee shall
not proceed unless Grantee has entered into an agreement, which is subject
to prior approval by the Department of Transportation, with the owner of
the affected utility satisfactory to such owner. Such agreement may
provide for replacement, upgrading or relocation of the affected facility.



     Said specifications, standards and procedures shall be submitted to the
City for review and approval prior to commencement of construction of any part
of Grantee’s Distribution System and shall be modified as the Commissioners of
the Department of Environment and of the Department of Transportation may
require in the interest of public safety and welfare. If at any time it is
determined by the City, in its sole discretion and judgment, that any part of
Grantee’s District Cooling System, including, without limitation, any
Distribution Facilities or Plants, is harmful to the health or safety of any
person, then Grantee shall, at its sole cost and expense, promptly correct all
such conditions to the satisfaction of the City or such governmental authority.



     7.2.4 “As Built” Drawings. As each separate facility comprising a portion
of Grantee’s District Cooling System is completed, Grantee shall submit to the
City “as built” drawings of a size and material satisfactory to the Commissioner
of the Department of the Environment and the Commissioner of the Department of
Transportation within sixty (60) days after completion of construction of such
portions. Grantee shall obtain approval for revisions. Said drawings, set



37









 







forth by utility quarter sections, shall at a minimum include the chilled water
conduit system and the location of power supplies and system monitor test points
and related equipment installed in the public Ways.



     7.2.5 Emergency or Disaster. In case of emergency or disaster, Grantee
shall, upon request of the City, make available its District Cooling System to
the City, without costs, for emergency use.



     7.2.6 Adjoining Property Owners. All of Grantee’s District Cooling System
shall be so installed and located so as to cause minimum interference with the
rights and appearance and reasonable convenience of adjoining property owners
and at all times shall be kept and maintained in a safe, adequate and
substantial condition, and in good order and repair.



     7.2.7 Adjustment of Utility Facilities. In the event that the location of
Grantee’s District Cooling System will require an adjustment of the location of
existing public or private utility facilities, Grantee must obtain written
consent of the owner of such utility including, where applicable, all relevant
City departments to such adjustment and make such arrangements for the payment
or reimbursement of the cost of such adjustment as are satisfactory to the owner
of such utility including, where applicable, all relevant City departments. No
permit for construction pursuant to Section 7.1 will be issued until the
Commissioner of the Department of Transportation is satisfied that the
requirements of this paragraph 7.2.7 have been satisfied. In no case shall
Grantee be entitled to perform such adjustment or disturb such utility
facilities without the written consent of the owner of such utility.



     7.2.8 Electrical Work. All Electrical work related to heat, light or power
in the Grantee’s District Cooling System shall be performed in accordance with
Title XIV of the Code.



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     Section 7.3 Restoration. In the event of disturbance of the Public Ways or
private property by Grantee, Grantee shall, at its own expense and in a manner
approved by the City or other appropriate governmental authority and/or the
owner, rebuild, restore and repair such Public Ways, including any cartways or
sidewalks, or private property to the satisfaction of the Department of
Transportation. Such restoration shall include curb to curb resurfacing of all
affected Public Ways in which Grantee has installed its facilities or made
utility cuts. In the event Grantee fails to perform such rebuilding, replacement
or restoration, the City shall have the right to do so at the sole expense of
Grantee.



     Section 7.4 Suspension or Revocation of Construction Permit. The
Commissioner of the Department of Transportation or the Commissioner of the
Department of Buildings may suspend or revoke any permit issued by such
Department or take any action he deems necessary, including the stopping of
work, should Grantee violate the terms of said permit, until said violation has
been corrected to said Commissioner’s satisfaction.



     Section 7.5 Other Requirements and Approvals.



     Issuance of a permit by the Commissioner of the Department of
Transportation or the Commissioner of the Department of Buildings as to the
construction and installation of any portion of Grantee’s District Cooling
System does not waive other applicable requirements of federal or Illinois law
or the Code and Grantee shall comply with such other requirements. Grantee is
further responsible for obtaining approvals related to Grantee’s use of the
Public Ways contemplated in this Agreement from other applicable City
departments in a timely fashion when and as required.



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     Section 7.6 Underground Facilities Agreement. Upon written direction of
the Commissioner of the Department of Transportation, Grantee agrees to apply
for, and if accepted, enter into such membership and other agreements as the
City shall direct in any City-sponsored utility alert network for underground
facilities. Grantee agrees to pay its fair and reasonable share of the costs and
expenses incurred for maintaining such network as provided in such agreements.



     SECTION 8. INSPECTION



     Section 8.1 Inspection. The City reserves the right to make, at any time
after the Effective Date of this Agreement and throughout the duration of this
Agreement, physical on-site inspections of all parts of Grantee’s District
Cooling System at the City’s discretion. Grantee will accommodate the City’s
monitoring needs by providing a map and the “as built” drawings required by
Section 7.2.4 which Grantee shall update quarterly or indicate “no change”, as
the case may be, and submit to the City at the time of Grantee’s March, June,
September and December payments. Said map will identify the locations of all
facilities, and the lineal footage of each portion of Grantee’s District Cooling
System located in the Public Ways. The City acknowledges that, subject to the
provisions of Section 14.1 hereof, said summaries provided by Grantee are
proprietary in nature and shall be held as confidential as to third parties.



     Section 8.2 Trespassing Facilities. Any portion of Grantee’s District
Cooling System located in the Public Ways but not properly authorized by this
Agreement, as amended pursuant to Section 7.2.1, or properly permitted is known
as a “Trespassing Facility”.



Upon discovery of a Trespassing Facility by the City the Commissioner of the
Department of the Environment shall have the following options:



40









 







	 	(A)	 	Order the immediate removal of the Trespassing Facilities from
the Public Ways.
	 
	 	(B)	 	Seek to obtain liquidated damages to the extent provided
pursuant to Section 11 hereof.
	 
	 	(C)	 	Seek other remedies available to the City under the Code, this
ordinance or under Illinois Law;





provided that the Commissioner of the Department of the Environment shall waive
for a period of thirty (30) days any such remedy in the event he determines that
(i) the trespass was inadvertent and (ii) Grantee is making a good faith effort
to remove or relocate the Trespassing Facility promptly, so as to correct any
violation of this Agreement. Said Waiver may be extended beyond the thirty (30)
day correction period by the Commissioner of the Department of the Environment
for circumstances beyond the reasonable control of Grantee, but only upon prior
approval by the Commissioner of the Department of the Environment of Grantee’s
timetable specifying the anticipated date the Trespassing Facility will be
removed or relocated so as not to violate this ordinance.



     SECTION 9. CHICAGO FREIGHT TUNNELS



     Section 9.1 In General. Grantee does not presently contemplate using the
Chicago Freight Tunnels for its System. Should Grantee desire to use the Chicago
Freight Tunnels, Grantee and the City shall negotiate an amendment to this
Agreement to encompass the Freight Tunnels. It is acknowledged by Grantee that
the Chicago Freight Tunnels are a unique environment and space has become in
certain portions thereof a scarce resource. In order to preserve the
availability of the Chicago Freight Tunnels for future grantees and permittees and



41









 







because of the nature of Grantee’s District Cooling System and Services, the
Grantee may be subject to restrictions which limit the size of the conduit or
facilities the Grantee constructs or installs therein or limitations as to the
locations of such conduits or facilities as to the use of the Tunnels in
general. The City reserves the right to increase the amount of compensation
payable under this Agreement and to impose additional fees specifically for the
use of the Chicago Freight Tunnels not otherwise described in this Agreement, so
long as such fees are nondiscriminatory and reasonable, given the nature of
Grantee’s District Cooling System and the nature of its Services. Any use of the
Freight Tunnels is also subject to the provisions of any City ordinance or
regulation governing the use of the Freight Tunnels. Subject to the foregoing
conditions and such restrictions on the availability of space as may be
established by the City’s Department of Transportation, Grantee may apply to use
the Freight Tunnels for its District Cooling System on the same basis and
subject to the same conditions as other grantees and permittees authorized to
use the Freight Tunnels for Systems of similar size and purpose on the use of
the Freight Tunnels established by the Commissioner of the Department of
Transportation.



     SECTION 10. REVOCATION OR TERMINATION OF PRIVILEGES



     Section 10.1 Basis for Revocation. Subject to the provisions of Sections
10.2 and 10.3 of this Agreement, the permission and authority granted by the
City to Grantee to use the Public Ways for its District Cooling System pursuant
to the Ordinance may be revoked by the City whenever any of the following occur:





	 	(A)	 	Grantee fails to comply with the conditions of occupancy of
the Public Ways set forth herein or in the Municipal Code of
Chicago;
	 
	 	(B)	 	Grantee violates other material terms of this Agreement;




42









 







	 	(C)	 	Grantee practices fraud or deceit upon the City or its
customers, including the intentional or reckless installation
of Trespassing Facilities, or fails in any material respect to
proceed with due diligence in constructing Grantee’s District
Cooling System;
	 
	 	(D)	 	Grantee fails to provide or pay any material portion of the
General Compensation or any other Compensation owed the City
when due;
	 
	 	(E)	 	Grantee fails to furnish an audit when due or fails to
cooperate with the reasonable requests by City officials for
information or for inspection;
	 
	 	(F)	 	Grantee becomes insolvent, or unable or unwilling to pay its
uncontested debts, or is adjudged bankrupt or seeks relief
under the bankruptcy laws.





     Section 10.2 Corrective Period. In the event that the City believes that
grounds for revocation exist or have existed, the City shall notify the Grantee
in writing, setting forth the nature and facts of such noncompliance. If, within
thirty (30) days following such written notification, the Grantee has not
furnished reasonably satisfactory evidence that corrective action has been taken
or is being actively and expeditiously pursued, or that the alleged violations
did not occur, or that the alleged violations were beyond Grantee’s control
pursuant to Section 15.12 hereof, the Agreement may be terminated by the
Commissioner of the Department of the Environment. Upon good cause, the thirty
(30) day correction period shall be extended for such reasonable time as said
Commissioner shall determine. Such good cause must be detailed in



43









 







writing to said Commissioner at least five days prior to the lapse of the thirty
(30) day correction period.



     Section 10.3 Prior Notice and Hearing. After expiration of such thirty
(30) day period (as it may be extended), the Commissioner of the Department of
Environment may terminate the Agreement provided that (1) notice has been given
to the Grantee that the Commissioner of the Department of Environment proposes
to take such action and the grounds therefor and (2) the Grantee has had a
reasonable opportunity to be heard by said Commissioner.



     Section 10.4 Early Termination by Grantee. Grantee may request early
termination of its privilege to use the Public Ways granted pursuant to this
Agreement (“Early Termination”). In order for Grantee to be released pursuant to
Early Termination from its obligation to pay General Compensation pursuant to
Section 5.1 hereof and to meet the requirements of Section 5.1.5, Grantee must
satisfy the following prior conditions:





	 	(1)	 	Grantee must provide to the Commissioner of the
Department of the Environment, the Director of Revenue
and the Commissioner of the Department of Transportation
written notice of its request to exercise Early
Termination and must propose a date, which can be no
earlier than six (6) months after the date of said
written notice (the “Proposed Early Termination Date”)
on which such obligation to pay General Compensation
shall cease;
	 
	 	(2)	 	Grantee shall be obligated to continue to pay, and shall
pay General Compensation as required by Section 5.1
hereof for the period up to the Proposed Early
Termination Date;




44









 







	 	(3)	 	Grantee shall have fully complied with Section 10.5
hereof; and





     In the event that Grantee satisfies all of the foregoing conditions,
Grantee shall be entitled to cease paying General Compensation and meeting the
requirements of Section 5.1.5 on and after the Proposed Early Termination Date.
Notwithstanding the foregoing, the obligations of Grantee as to a performance
bond shall extend until satisfaction of Section 10.5.1 by Grantee and the
obligations of Grantee with respect to indemnification of the City set forth in
Section 6.10 shall survive any such release.



     Section 10.5 Removal or Abandonment of Grantee’s District Cooling System.



     10.5.1 Removal by Grantee. Upon revocation or termination of the privilege
herein granted the Grantee, without cost or expense to the City of Chicago,
shall promptly remove or abandon in place, at the option of the City, its
District Cooling System and restore the Public Ways where disturbed by removal
of said structures or appliances to a proper condition under the supervision and
to the satisfaction of the Commissioner of the Department of Transportation and
in accordance with this Agreement and the Code. Buildings, plants or structures
not on the Public Ways constituting a part of Grantees’ District Cooling System
shall be demolished by the Grantee at no cost to the City at the City’s option.
In all cases, such facilities which are not removed within one (1) year of such
date of termination or revocation shall become the property of the City.



     10.5.2 Removal by the City. In the event of the failure or refusal of the
Grantee to remove facilities or restore the Public Ways where facilities are
removed, as required by Section 10.5.1, the City may remove or cause the removal
of Grantee’s Facilities provided, however, that



45









 







the City shall be reimbursed for the total costs of such removal to the extent
that such costs exceed the amount of the bond set forth in Section 6 of this
Agreement.



     SECTION 11. SANCTIONS



     Section 11.1 Material Underpayment or Nonpayment. In the event the
independent audit provided for in Section 5.5 determines that Grantee made
underpayments in any month which exceeded ten percent (10%) of the amount due in
said month, or in the event Grantee fails to make any payment on the date due,
Grantee shall pay, in addition to the amount due the City, interest thereon
compounded daily at the rate of one hundred and fifty percent (150%) of the
corporate base rate as computed daily by the First National Bank of Chicago.
Interest on the entire sum originally due shall accrue from the date on which
the original payment should have been made.



     Section 11.2 Liquidated Damages. The parties agree that the events set
forth below will result in damages that will be impracticable or difficult to
ascertain. Subject to the provisions of Sections 11.4 and 11.5, Grantee
therefore agrees to pay the City the sum of six thousand dollars ($6,000) a day
until the violation is corrected, which shall not be considered in the nature of
a penalty. Such events are as follows:





	 	(A)	 	Installation of “Trespassing Facilities” as defined in Section
8.4 of this Agreement;
	 
	 	(B)	 	Material non-conformance of Grantee’s District Cooling System
or any portion thereof with the standards of general
applicability of the City set forth in the Code or furnished
in writing by the Department of




46









 







	 	 	 	Transportation, the Department of the Environment or the
Department of Buildings;
	 
	 	(C)	 	Failure to remove, modify, replace or relocate facilities
within the permitted time (and granted extensions) after a
notice from the Commissioner of the Department of
Transportation or the Commissioner of the Department of
Buildings to remove or relocate such facilities pursuant to
Section 3.3.2.





     Section 11.3 Notice of Violation. If the City has reason to believe that
Grantee is in violation of this Agreement, Grantee shall be notified in writing
of the violation setting forth the nature of such violation. Within thirty (30)
days of its receipt of such notice, Grantee shall respond in writing regarding
such notice of violation with supporting documentation that such violation did
not occur or was beyond Grantee’s control and requesting an opportunity to be
heard or shall remedy the violation within such thirty (30) day period;
provided, however, that the City may determine that the violation is of such a
serious nature that a lesser period for remedying the violation is warranted.
Grantee shall remedy the problem or respond within that period. If Grantee
cannot reasonably remedy the violation within the time period specified and so
informs the City, the City may extend the time permitted for remedying the
violation provided Grantee informs the City on a regular basis of the steps
being taken to remedy the violation.



     Section 11.4 Notice of Assessment. If within thirty (30) days (or such
lesser period specified in the notice) of its receipt of notice of the violation
pursuant to Section 11.3 of this Agreement, Grantee fails to submit a written
response contesting the notice of violation or, if after requesting an
opportunity to be heard, Grantee fails to prove in said hearing that such



47









 







violation did not occur or was beyond its control or if Grantee fails to remedy
the violation within any cure period under this Agreement or any extensions
thereto, the City, after considering all relevant factors, may impose upon
Grantee, liquidated damages or other monetary sanctions from the date of notice
of violation in accordance with Sections 11.1 and 11.2 of this Agreement and
shall provide Grantee with prior written notice of such assessment. Such notice
of assessment shall state the amount to be assessed and provide a date at least
fifteen (15) days after receipt of such notice upon which payment for the
violation is due.



     Section 11.5 Act or Omission Beyond Grantee’s Control. Grantee shall not
be subject to the imposition of liquidated damages referred to herein for any
act or omission if such act or omission was beyond Grantee’s control, including
but not limited to, events described in Section 15.11 hereof. An act or omission
shall not be deemed to be beyond Grantee’s control solely because it was
committed, omitted or caused by an Affiliate involved in constructing,
installing, maintaining or operating Grantee’s Distribution Facilities within
the City of Chicago. The inability of Grantee to obtain financing and the
misfeasance or malfeasance of its officers, directors, employees or agents shall
not be deemed an act or omission beyond Grantee’s control.



     Section 11.6 Other Rights of City. The right of the City to impose upon
Grantee liquidated damages pursuant to Section 11.1 and 11.2 hereof shall be in
addition to any other rights or remedies the City has under this Agreement, the
Code or other applicable laws including the right of termination pursuant to
Section 10 of this Agreement.



     Section 11.7 No Waiver of Rights. The decision by the City to forego the
imposition upon Grantee of liquidated damages in a particular instance shall in
no way act to waive the City’s rights regarding subsequent violations of this
Agreement.



48









 





     SECTION 12. MOST FAVORED NATIONS



     The City Council may authorize another person to construct, install,
operate and maintain a District Cooling System in the Public Ways of the City in
order to offer Services for profit to more than a single customer pursuant to an
ordinance or agreement authorized by ordinance, including any modifications of
an existing ordinance or agreement, containing compensation terms which would,
if applicable to Grantee’s situation and if applied to Grantee, result in
Grantee paying less total annual compensation than the compensation to be paid
by Grantee pursuant to Section 5 of this Agreement (said ordinance and/or
agreement shall be referred to collectively as an “Alternative Agreement”). In
such event, Grantee shall have the option, exercisable in writing within ninety
(90) days Grantee of after notice of adoption of the Alternative Agreement, to
replace the compensation terms stated in Section 5 of this Agreement with the
compensation terms set forth in the Alternative Agreement which are applicable
to Grantee’s situation. Grantee shall notify the Commissioner of the Department
of the Environment in writing of Grantee’s election to accept such substitute
compensation terms pursuant to an agreement amending or replacing this Agreement
(the “Amending Agreement”). Notwithstanding anything to the contrary, Grantee’s
option to elect to substitute compensation pursuant to this Section 12 shall not
provide any retroactive credit for compensation already paid to the City
pursuant hereto and shall be conditioned on the acceptance by Grantee in the
Amending Agreement of such other provisions of the Alternative Agreement as the
Commissioner of the Department of the Environment shall reasonably require in
the interest of fairness and uniformity.



49









 





     SECTION 13. CONDITIONS PRECEDENT



     Section 13.1 Permit. The permission and authority herein granted for
installation of Grantee’s Distribution System shall be exercised through the
permit application process. A permit shall not be issued by the City until (i)
proof of insurance as required in Section 6 hereof is submitted to and approved
by the City Comptroller’s Office of Risk Management and, (ii) the surety bond
(or letter of credit) required by Section 6 is submitted to and approved by the
City’s Corporation Counsel.



     SECTION 14. CONFIDENTIALITY



     Section 14.1 Confidentiality. Subject to the provisions of Mayoral
Executive Order 89-1 and the Illinois Freedom of Information Act, 5 ILCS 140/1
et. seq. (1992), any customer lists or “as built” drawings, or other similar
information properly designated by Grantee to be “Confidential” and provided to
the City or its constituent departments pursuant to requirements of this
Agreement shall be regarded as proprietary and confidential as to third parties.
The foregoing shall not apply to any information which the City can reasonably
demonstrate is in the public domain through no breach of this Agreement by the
City. In the event that a third party (not under the control of either Grantee
or the City), shall request disclosure of any such confidential information from
the City in accordance with the Mayoral Executive 89-1 or the Illinois Freedom
of Information Act, the City shall confer with Grantee as to whether Grantee
authorizes release of such information. In the event that Grantee wishes to
continue to preserve the confidential nature of such information, and the City
has no reason to believe that such information is not protected from disclosure
pursuant to the Illinois Freedom of Information Act or Mayoral Executive Order
89-1, then the City shall not release such confidential information in the
absence of a court order; provided that Grantee shall indemnify, defend and hold harmless



50









 







the Indemnified Parties against all claims, damages (including court costs and
reasonable attorneys’ fees) which the City may sustain or become liable for
which arise from any action to require disclosure of information designated by
Grantee to be confidential. In the event that the City is presented with a
subpoena duces tecum regarding any documents or information properly designated
confidential by Grantee which may be in the City’s possession by reason of this
Agreement, the City shall give notice to Grantee (unless subpoena duces tecum
prevents the City from providing such notice) with the understanding that
Grantee shall have the opportunity to contest such process by any means
available to it before such documents or information required to be submitted by
the City to a court or other third party.



     In the event that the Grantee shall not elect to undertake appropriate
legal proceedings to prevent disclosure of information designated as
“confidential”, Grantee shall indemnify, defend and hold harmless the
Indemnified Parties against all claims, damages (including court costs and
reasonable attorney’s fees) which such Indemnified Parties may sustain or become
liable for which arises from any action to require disclosure of such
information or resulting from any such disclosure.



     SECTION 15. SPECIAL CONDITIONS AND REPRESENTATIONS



     Section 15.1 No Recourse. Except as expressly provided in this Agreement
or at law, the Grantee shall have no recourse against the City for any loss,
expense or damage resulting from the terms and conditions of this Agreement or
because of the City’s lawful enforcement thereof nor for the City’s failure to
have authority to grant the rights conveyed in this Agreement. The City makes no
warranty as to the scope or effectiveness of the dedication of any part of the
Public Ways in which Grantee may desire to locate its facilities. Furthermore,
any such grant is subject to such restriction as may exist, now or in the future
under the laws of the State of Illinois



51









 







and the United States of America. Grantee agrees to this Agreement relying upon
its own investigation and understanding of the power and authority of the City
to grant the Grantee its rights under the Agreement.



     Section 15.2 No Inducement. Grantee acknowledges that it has not been
induced to execute this Agreement by any promise, verbal or written, by or on
behalf of the City, or by any third person regarding any term or condition of
this Agreement not expressed herein. Grantee further states that no such promise
has been made to any City employee in regard to the grant of these rights.



     Section 15.3 Acceptance and Acknowledgment. Grantee acknowledges that it
has carefully read, understands and accepts without reservation the obligations
imposed by the terms and conditions herein. Grantee further accepts the validity
of the terms and conditions of this Agreement and will not, at any time, proceed
against the City in any claim or proceeding challenging any term or provision of
this Agreement.



     Section 15.4 Conflict of Interest. No member of the governing body of the
City or other unit of government and no other official, officer, agent or
employee of the City is employed by Grantee or has a financial or economic
interest, directly or indirectly, in this Agreement or any subcontract resulting
therefrom or in the privileges to be granted hereunder except as may be
permitted in writing by the Board of Ethics established pursuant to the
Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of
employment shall be made in connection with this Agreement by or on behalf of
any subcontractors to the Grantee or higher-tier subcontractors or anyone
associated therewith, as an inducement for the award of a



52









 







subcontract or order. Grantee acknowledges that any agreement entered into,
negotiated or performed in violation of any of the provisions of Chapter 2-156
shall be voidable as to the City.



     Section 15.5 Compliance with Applicable Laws.



          (a) Grantee agrees that in constructing, installing, operating and
maintaining its District Cooling System, Grantee shall comply with all
applicable laws and regulations and tariffs of the United States and its
agencies, the State of Illinois and its agencies, all applicable ordinances and
executive orders of the City, all applicable regulations of the Illinois
Commerce Commission and such laws, regulations, tariffs, ordinances, and
executive orders shall be considered part of this Agreement as though set forth
herein.



          (b) If Grantee conducts any business operations in Northern Ireland,
it is hereby required that Grantee make all reasonable good faith effort to
conduct any such business operations in Northern Ireland in accordance with the
McBride Principles for Northern Ireland as defined in Illinois Public Act
85-1390 (1988 Ill. Laws 3220).



          (c) Grantee shall comply with all laws relating to environmental
matters including without limitation, those relating to fines, orders,
injunctions, penalties, damages, contribution, cost recovery compensation,
losses or injuries resulting from the release or threatened release of Hazardous
Materials, special wastes or other contaminants including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act
(42 U.S.C. Section 9601 et. seq.) the Hazardous Material Transportation Act
(49 U.S.C. Section 1801 et. seq.), the Resource Act (33 U.S.C. Section 1251 et.
seq.), the Clean Air Act (42 U.S.C. Section 6901 et. seq.), the Toxic Substances
Control Act of 1986 (15 U.S.C. Section 2601 et. seq.), the Safe Drinking Water
Act (42 U.S.C. Section 300f), the Occupational Safety and Health Act of 1970 (29
U.S.C. Section 651 et.



53









 







seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section
11001 et. seq.), the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.
(1992) and the Chicago Municipal Code, each as amended or supplemented, and any
analogous future or present local, state or Federal statutes, rules and
regulations promulgated thereunder or pursuant thereto, and any other present or
future law, ordinance, rule, regulation, permit or permit condition, order or
directive regulating, relating to or imposing liability or standards of conduct
concerning any Hazardous Materials or by Federal government, any state or any
political subdivision thereof, or any agency, court or body of the Federal
government, any state or any political subdivision thereof, exercising
executive, legislative, judicial, regulatory or administrative functions
(collectively “Environmental Laws”).



     Section 15.6 Anti-Corruption Covenant and Representation. Grantee
represents that it to the best of its knowledge, their subcontractors, are not
in violation of the provisions of Section 2-92-320 of the Municipal Code of
Chicago. Section 2-92-320 of the Municipal Code states, in pertinent part, that,
except as provided for therein, no person or business entity shall be awarded a
contract or subcontract if that person or business entity or an affiliated
entity thereof (as defined in that chapter): (i) has been convicted of bribery
or attempting to bribe a public officer or employee of the City, the State of
Illinois, or any other public entity, in that officer’s or employee’s official
capacity; (ii) has been convicted of agreement of collusion among bidders or
prospective bidders in restrain of freedom of competition by agreement to bid a
fixed price, or otherwise; or (iii) has made an admission of guilt to such
conduct described in (i) or (ii) above which is a matter of record but has not
been prosecuted for such conduct. Ineligibility under this section shall
continue for three years following such conviction or admission. For purposes of
Section 2-92-320 when an official, agent or employee of a business entity has
committed any



54









 







offense under this section on behalf of such an entity and pursuant to the
direction or authorization of a responsible official thereof, the business
entity shall be chargeable with the conduct. In connection herewith, Grantee has
executed the applicable Certification required under the Illinois Criminal Code,
720 ILCS 5/33E-1 et seq. (1992) as amended, and under the Illinois Municipal
Code, 65 ILCS 5/1142.1-1 (1992) which is attached hereto as Exhibit 3 and
incorporated by reference as if fully set forth here. Prior to entering into any
contractual relationship with any third party in order to perform same under
this Master Agreement Grantee shall conduct a diligent investigation in order to
determine compliance with this Section. If after Grantee enters into such a
contractual relationship, it is determined that such contractual relationship is
in violation of this paragraph, Grantee shall immediately cease to use such
third party in performing under the authority set forth in this Agreement. In
all cases in which Grantee enters into contractual relationships with such third
parties, the terms of such contract shall provide that Grantee shall be entitled
to recover all payments made by Grantee to such third party if prior to or
subsequent to the beginning of such contractual relationship the use of such
third party in order to perform under this Agreement would be violative of this
Section 15.8.



     Section 15.7 Cooperation With Inspector General. It shall be the duty of
Grantee, all subcontractors and all officers, directors, agents, partners and
employees of Grantee to cooperate with the Inspector General in any
investigation or hearing undertaken pursuant to Chapter 2-56 of the Chicago
Municipal Code. Grantee understands and will abide by all provisions of Chapter
2-56 of the Municipal Code of Chicago. Grantee shall inform all its
subcontractors of the provision and require understanding and compliance
herewith.



     Section 15.8 Business Documents and Disclosure of Ownership Interests.
Grantee has provided copies of the latest articles of incorporation of Grantee
their respective by-laws and



55









 







resolutions, and evidence of Grantee’s authority to do business in the State of
Illinois including certifications of good standing with the office of the
Secretary of State of Illinois. Grantee has provided the City with Disclosure of
Ownership Interest Affidavit completed copies of which are attached hereto and
incorporated by reference herein as Exhibit 4.



     Section 15.9 MBE/WBE Compliance. Grantee shall attain no less than a
twenty-five percent (25%) Minority-Owned Business Enterprise (“MBE”) and a five
percent (5%) Women-Owned Business Enterprise (“WBE”) utilization levels
applicable to Grantee’s payment to outside contractors and subcontractors in
relation to those activities designated hereunder as “Activities” (see the
City’s Minority-Owned and Women-Owned Business Enterprise Procurement Program,
the Code, Section 2-92-420 (et. seq.)).



     “MBE/WBE Activities” are, within the City, installation and construction
services within customer buildings, outside buildings, and construction of
buildings housing Approved Plants for Grantee’s District Cooling System, such
MBE/WBE Activities to include, but not be limited to, installation, construction
and repair of Distribution Facilities.



     Grantee shall furnish to the City Annual reports detailing its compliance
with the provisions of this Section 15.09. If a report shows noncompliance with
the MBE and WBE percentages, the City shall provide Grantee with notice of
noncompliance. The Grantee shall use its best efforts to cure the noncompliance
over a reasonable period following the notice.



     Section 15.10 Compliance with the Environmental Laws. Grantee shall comply
with all laws relating to environmental matters including without limitation,
those relating to fines, orders, injunctions, penalties, damages, contribution,
cost recovery compensation, losses or injuries resulting from the release or
threatened release of Hazardous Materials, special wastes or



56









 







other contaminants including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601
et. seq.) the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et.
seq.), the Resource Act (33 U.S.C. Section 1251 et. seq.), the Clean Air Act (42
U.S.C. Section 6901 et. seq.), the Toxic Substances Control Act of 1986 (15
U.S.C. Section 2601 et. seq.), the Safe Drinking Water Act (42 U.S.C. Section
300f), the Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651 et.
seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section
11001 et. seq.), the Illinois Environmental Protection Act (415 ILCS 5/1 et
seq.) and the Chicago Municipal Code, each as amended or supplemented, and any
analogous future or present local, state or Federal statutes, rules and
regulations promulgated thereunder or pursuant thereto, and any other present or
future law, ordinance, rule, regulation, permit or permit condition, order or
directive regulating, relating to or imposing liability or standards of conduct
concerning any Hazardous Materials or by Federal government, any state or any
political subdivision thereof, or any agency, court or body of the Federal
government, any state or any political subdivision thereof, exercising
executive, legislative, judicial, regulatory or administrative functions
(collectively “Environmental Laws”).



     If any of the above laws require the Grantee to file any notice or report
of a release or threatened release of Hazardous Materials or special wastes on,
under or about any premises used by Grantee to perform the services required
hereunder, the Grantee shall provide a copy of such report or notice to the
City. In the event of a release or threatened release of Hazardous Materials,
special waste or other contaminants into the environment by Grantee or its
Contractors or in the event any claim, demand, action or notice is made against
the Grantee regarding the Grantee’s failure or alleged failure to comply with
any of the above environmental laws, in regard to activities related to
Grantee’s system, Grantee shall immediately notify the City in



57









 







writing and shall provide the City with copies of any written claims, demands,
notices or actions so made. Grantee shall comply with the rules and regulations
stated in any applicable mandatory recycling ordinance enacted or amended by the
City Council of the City of Chicago.



     If Grantee fails to comply with any of the above referenced environmental
laws, the City may terminate this Agreement in accordance with the default
provisions of this Agreement.



     For purposes of this provision, the following definitions shall apply.



     “Hazardous Materials” means friable asbestos or asbestos-containing
materials, polychlorinated biphenyls (PCB’s) petroleum or crude oil or any
fraction thereof, natural gas, special nuclear materials; and by product
materials regulated under the Atomic Energy Act (42 U.S.C Section 2011, et.
seq.), pesticides regulated under the Federal Insecticide Fungicide and
Rodenticide Act (7 U.S.C. Section 136 et. seq.) and any hazardous waste, toxic
or dangerous substance or related material, including any material defined or
treated as “hazardous substance,” “hazardous waste,” “toxic substance,” or
contaminant (or comparable term) under any of the Environmental Laws.



     “Special Wastes” means those substances as defined in Section 415 ILCS
5/3.45 of the Illinois Environmental Protection Act, and as further referred to
in Section 809.13 of 35 Illinois Code, Subtitle G, ch. 1.



     Filings. The Grantee shall provide to the City a copy of each periodic
report or record filed with any state or federal agency regulating the Grantee’s
rates, service, issuance of securities, or compliance with affirmative action
and equal opportunity requirements.



58









 





     Section 15.11 Residency. Except as otherwise prohibited by law, Grantee
and its Contractors which have been awarded contracts of $100,000 or over for
construction and installation work related to Grantee’s District Cooling System
within customer buildings and outside buildings and construction of buildings
housing Approved Plants, such work including but not limited to, the
installation, construction and repair of Distribution Facilities shall comply
with the minimum percentage of total worker hours performed by actual residents
of the City of Chicago specified in Section 2-92-330 of the Municipal Code of
Chicago (at least fifty percent of the total worker hours shall be performed by
actual residents of the City of Chicago); provided, however, that in addition to
complying with this percentage, Grantee and its Contractors shall make good
faith efforts to use qualified residents of the City of Chicago in both
unskilled and skilled labor position.



     A contractor may request a reduction or waiver of this minimum percentage
level of Chicagoans in accordance with standards and procedures developed by the
City.



     (i) Definitions. For this Section 15.11, “actual residents of the City of
Chicago shall mean persons domiciled within the City of Chicago. The domicile is
an individual’s one and only true, fixed and permanent home and principal
establishment.



     (ii) Documentation. Grantee shall provide for the maintenance of adequate
employee residency records to ensure that actual Chicago residents are employed
on the project.



     (iii) Access to Records. Full access to Grantee’s and its Contractors
employment records shall be granted to the City or its duly authorized
representatives. Grantee and its Contractors shall maintain all relevant
personnel data in records for a period of at least three years after termination
of this Agreement. At the direction of the City, affidavits and other



59









 







supporting documentation will be required of Grantee to verify or clarify an
employee’s actual address when doubt or lack of clarity arises.



     Section 15.12 Force Majeure. Grantee shall not be deemed in violation of
this Agreement for the delay in performance or failure to perform in whole or in
part its obligations under this Agreement due to strike, war or act or war
(whether an actual declaration is made or not), insurrection, riot, act of
public enemy, accident, fire, flood or other act of God or by other events to
the extent that such are caused by circumstances beyond Grantee’s control and
any such delay or failure to perform shall not be deemed to be a violation of
this Agreement. In the event that the delay in performance or failure to perform
affects only part of Grantee’s capacity to perform its obligations under this
Agreement, Grantee shall perform such obligations to the extent it is able to do
so in as expeditious a manner as possible. Grantee shall promptly notify the
Commissioner of the Department of the Environment or the Commissioner of the
Department of Transportation, as appropriate, in writing of an event covered by
this Section and the date, nature and cause thereof. Furthermore, Grantee, in
such notice, shall indicate the anticipated extent of such delay and the
obligations under this Agreement to be affected thereby. The provisions of this
Section 15.11 shall not excuse Grantee’s failure to pay General Compensation
when due pursuant to Section 5.1.



     SECTION 16. GENERAL PROVISIONS.



     Section 16.1 Governing Law. This Agreement shall be construed pursuant to
the laws of the State of Illinois.



     Section 16.2 Descriptive Headings. Section headings are descriptive and
used merely for the purpose of organization and where inconsistent with the text
are to be disregarded.



60









 





     Section 16.3 Notices. Unless otherwise specified herein, all notices,
requests, designations, deliveries, approvals, consents, demands and waivers
required or provided hereunder or desired by the parties hereto shall be in
writing and shall be deemed properly served if hand-delivered to the parties at
the following addresses (effective on delivery) or if sent by registered or
certified mail, postage prepaid, return receipt requested, addressed to the
parties at the following addresses (effective on mailing):



	 	 	 	 	 
	 

	 	(i) IF TO GRANTEE:	 	 
	

	 	 	 	 
	

	 	(ii) IF TO THE CITY:
	 	Department of Environment

320 North Clark Street

Room 600A

Chicago, Illinois 60610

Attention: Commissioner
	

	 	 	 	 
	

	 	 	 	Department of Transportation

City of Chicago

320 North Clark Street

Room 600

Chicago, Illinois 60610

Attention: Commissioner







or to such other parties or other addresses as either party may designate by
notice to the other. The specification of a number of days’ or months’ notice
shall mean notice of not less than such number of days or months, unless
otherwise provided in this Agreement.



     Section 16.4 Invalidity. If any section, paragraph or provision of this
Agreement shall be held to be invalid or unenforceable for any reason, the
invalidity or unenforceability of such section, paragraph or provision shall not
affect any of the remaining provisions of this Agreement.



61









 





     Section 16.5 Parties. Except where the context would require a different
meaning, all references to Grantee or the City include each of its and their
officials, officers, directors, employees, shareholders, agents and permitted
assigns, and legal representatives. No member, individually or collectively, of
the City Council or agent or employee of the City and no officer or director of
Grantee incurs or assumes any individual or personal liability by the execution
of this Agreement or by reason of default in the performance of any of the terms
hereof. All such liability of such officials, agents and employees of the City
and officers and directors of Grantee, unless otherwise required by law, is
hereby released as a condition of and in consideration for the execution of this
Agreement. The signatories to this Agreement, do however, by execution thereof,
warrant their authority to sign this Agreement.



     Section 16.6 Choice of Forum. Any legal action regarding this Agreement
shall be brought in the appropriate court located in Chicago, Illinois. The
parties hereby submit to the personal jurisdiction and venue of such courts
located in Chicago, Illinois for the purpose of enforcing the provisions of this
Agreement.



     Section 16.7 Waiver. Failure or delay on the part of the City to exercise
any right, power, privilege, or remedy hereunder shall not constitute a waiver
thereof. A waiver, to be effective, must be in writing, and must be signed by
the appropriate City officials making the waiver. A written waiver of default
shall not operate as a waiver of any other default or of the same type of
default on a future occasion.



     Section 16.8 Amendment. No revision, modification, or amendment of this
Agreement shall be effective unless it is in writing and signed by duly
authorized representatives of the City



62









 







and Grantee. Typographical errors may be corrected or other minor changes made
to this Agreement if those corrections are initialed by the party to be bound.



     SECTION 17. EXECUTION COPIES.



     This Agreement is executed in triplicate, each of which shall constitute
an original instrument.




63










 





     IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed
in its name and behalf as of the date first written by its Mayor, its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and its seal
to be hereunto duly affixed and attested by its City Clerk, and the Grantee has
signed and sealed the same on or as of the day and year first written.



	 	 	 	 	 
	 

	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 

	 	 	 	 
	ATTEST:
	 	 	 	 
	 

	 	 	 	 
	/s/ Ernest R. Wish

	 	BY:
	 	/s/ Illegible
	
 

	 	 	 	
 
	City Clerk, City of Chicago

	 	TITLE:
	 	Mayor, City of Chicago
	 

	 	 	 	 
	Reviewed as to form and legality:

	 	BY:
	 	/s/ Illegible
	/s/ Illegible

	 	 	 	

	


	 	TITLE:
	 	Commissioner of the
	Assistant Corporation Counsel

	 	 	 	Department of the Environment
	 

	 	 	 	 
	 

	 	 	 	 
	

	 	BY:
	 	/s/ Illegible
	

	 	 	 	
 
	

	 	 	 	Director of the Department of
	

	 	 	 	Revenue
	 

	 	 	 	 
	

	 	BY:
	 	/s/ Illegible
	

	 	 	 	
 
	

	 	TITLE:
	 	Commissioner of the
	

	 	 	 	Department of Transportation
	 

	 	 	 	 
	 	 	NORTHWIND INC.
	 

	 	 	 	 
	

	 	BY:
	 	/s/ Robert D. Fredericksen
	

	 	 	 	
 
	

	 	TITLE:
	 	Vice President and General
	

	 	 	 	Manager
	 

	 	 	 	 
	ATTEST:
	 	 	 	 
	 

	 	 	 	 
	/s/ Dennis F. O’Brien
	 	 	 	 
	


	 	 	 	 
	Treasurer
	 	 	 	 







64
















 





[Daley and George, Ltd. Letterhead]




July 17, 1995




Mr. Robert D. Fredericksen

Unicom Thermal Technologies, Inc.

30 West Monroe Street

Suite 500

Chicago, Illinois 60603




	 	 	 
	In re:

	 	First Amendment to District Cooling System Agreement
	

	 	between the City of Chicago and
	

	 	Unicom Thermal Technologies, Inc.







Dear Bob:




     I am enclosing herein an executed copy of the First Amendment to the
District Cooling System Use Agreement between the City of Chicago and Unicom
Thermal Technologies, Inc.



     After you have reviewed the Agreement, if you have any questions please
call me.



Sincerely,



John J. George



JJG:ml




Enclosure




M’FRED.LTR





 









 








     This First Amendment to District Cooling System Use Agreement (the “First
Amendment”), dated as of June 1, 1995 (the “Effective Date”) by and between the
CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under
Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL
TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC.
(the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is
100% owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Original Agreement describes the “Initial
Distribution Facilities” for the Grantee’s System and the Grantee’s “First
Plant” (as those terms are defined in the Original Agreement); and



     WHEREAS, Exhibit 2 to the Original Agreement provides the Location Map of
the Grantee’s System, including the Initial Distribution Facilities; and



     WHEREAS, the Grantee has now obtained approval from the City for a new
chilling plant and/or ice production plant to be located at the Northwest
corner of South Franklin Street and West Congress Parkway (the “Second Plant”)
and desires to install additional distribution pipeline equipment, conduits,
fixtures and other instrumentalities and appurtenances in the City’s public
ways (the “Additional Distribution Facilities”) associated with both the First
Plant and the Second Plant; and



 









 





     WHEREAS, the Grantee desires to amend the Original Exhibits to include the
Second Plant and to include the Additional Distribution Facilities, as further
described and depicted in Exhibits 1 and 2 attached to this First Amendment
(the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on May 17, 1995 approved execution
of a First Amendment to the Original Agreement in substantially the form of
this First Amendment, including the Amended Exhibits; and



     WHEREAS, the Grantee has changed its name from Northwind, Inc. to Unicom
Thermal Technologies, Inc. and wishes to amend the Agreement to reflect this
change of name; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this First Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this First Amendment, the Old
Exhibits are deemed superseded and replaced by the Amended Exhibits.



     Section 3. As of the Effective Date of this First Amendment, wherever the
Original Agreement (including Section 1 and all exhibits and attachments)
refers to the Grantee as meaning “Northwind, Inc.”, the Grantee shall be deemed
to mean Unicom Thermal Technologies, Inc.



2









 





     Section 4. As of the Effective Date, pursuant to Section 7.1.2(b) of the
Original Agreement, Section 5.1 of the Original Agreement is hereby amended in
its entirety to read as follows:



     “Section 5.1 General Compensation.




Grantee agrees to pay the City as General Compensation during each
Compensation Year for the use of the Public Ways throughout the
duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof) a sum equal to the
General Compensation as set forth below. The General Compensation
during the Compensation Year ending December 31, 1995 shall be the
greater of $50,000 or two percent (2%) of Grantee’s Total Gross
Billings. The General Compensation during the Compensation Year
ending December 31, 1996 shall be the greater of $140,000 or two
percent (2%) of Grantee’s Total Gross Billings. The General
Compensation during the Compensation Year ending December 31, 1997
shall be the greater of $190,000 or two percent (2%) of Grantee’s
Total Gross Billings. For each Compensation Year beginning with
the 1998 Compensation Year (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof and to adjustments made
pursuant to Section 7.1.2), the General Compensation fees shall be
two percent (2%) of Total Gross Billings; but in no case shall the
General Compensation for any Compensation Year beginning with 1998
be less than $190,000 (subject to adjustment pursuant to Section
7.1.2), adjusted for the rate of inflation during the preceding
Compensation Year pursuant to the Consumer Price Index for Urban
Areas.”



3









 





     Section 5. As of the Effective Date, Section 12 of the Original Agreement
shall he deemed null, void and of no further effect.



     Section 6. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Agreement or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment,
gratuity or offer of employment shall be made in connection with this ordinance
by or on behalf of any contractors to the Grantee or higher tier subcontractors
or anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of Chapter 2-156 shall be voidable as to the
City.



     Section 7. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.).



     Section 8. It shall be the duty of Grantee, all contractors, and all
officers, directors, agents, partners, and employees of Grantee to cooperate
with the Inspector General in any investigation or hearing undertaken pursuant
to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the
provision and require understanding and compliance herewith.



     Section 9. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois.



4









 





Grantee has provided the City with the Disclosure of Ownership Interest
Affidavit for the Grantee.




     Section 10. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 11. Except as expressly modified in this First Amendment, all
other terms, covenants and conditions in the Original Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Original Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this First Amendment, all defined terms in the Agreement are used in the First
Amendment with the same meaning that such terms have in the Original Agreement.



5









 





     IN WITNESS WHEREOF, the City has caused this First Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.







	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	 	 	By:	 	 /s/  [ILLEGIBLE]

	

	 	 	 	 TITLE:
	 	Commissioner of the
 Department
of Environment
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	 /s/  [ILLEGIBLE]
	 	By:	 	 /s/  [ILLEGIBLE]

	Assistant Corporation Counsel

	 	 	 	 TITLE:
	 	Director of the 
Department of Revenue
	 
	 	 	 	 	 	 
	 	 	By:	 	 /s/  [ILLEGIBLE]

	

	 	 	 	 TITLE:
	 	Commissioner of the
 Department
of Transportation
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	 /s/  [ILLEGIBLE]
	 	By:	 	 /s/  Robert
D. Frederickson

	

	 	 	 	TITLE:
	 	Vice President and
 General Manager










6










 





EXHIBIT 1




     The Grantee’s District Cooling System is
anticipated to be constructed in the Public Ways and at the Approved Plant
locations set forth below. The exact location of each component of Grantee’s
Distribution Facilities shall be presented to and reviewed by the City as set
forth in the Agreement on an on-going basis prior to construction and
installation in order to obtain permits for construction and installation
specifying the exact locations of Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Financial Place. In Franklin Street proceeding
for 200 feet north, more or less, from the
intersection of Van Buren Street. In Financial
Place, from Jackson Boulevard to Van Buren
Street. In Jackson Boulevard, from the
intersection of Financial Place to Clark
Street. In LaSalle Street from Jackson
Boulevard to Washington Boulevard.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



7









 





EXHIBIT 1












8









 








	 	 	 	 	 
	 	 	CITY COUNCIL	 	 
	 	 	 	 	COMMITTEE MEMBERSHIPS
	 	 	CITY OF CHICAGO	 	 
	 	 	 	 	TRANSPORTATION AND PUBLIC
	 	 	________________	 	WAY
	[SEAL OF CITY OF CHICAGO]
	 	 	 	(CHAIRMAN)
	 	 	COUNCIL CHAMBER
	 	BUDGET AND GOVERNMENT
	 	 	SECOND FLOOR, CITY HALL
	 	OPERATIONS
	 	 		 	COMMITTEES, RULES AND ETHICS
	 	 	 	 	ENERGY, ENVIRONMENTAL
	 	 	 	 	PROTECTION, AND
	PATRICK M. HUELS
	 	 	 	PUBLIC UTILITIES
	ALDERMAN, 11TH WARD
	 	 	 	FINANCE
	3659 S. HALSTED ST. 60609
	 	 	 	HOUSING AND REAL ESTATE
	TELEPHONE: 254-6677
	 	 	 	HUMAN RELATIONS
	FAX (312) 254-8776
	 	 	 	TRAFFIC CONTROL AND SAFETY







CHICAGO, May 16, 1995




To the President and Members of the City Council:




     Your Committee on Transportation and Public Way begs leave to recommend
that Your Honorable Body Pass an ordinance introduced by the Honorable Mayor
Richard M. Daley amending the use agreement between the City and Northwind,
Incorporated originally passed by the City Council on September 14, 1994, pp.
57077-57149 of the C.J.P. Said amendment authorizes additional distribution
facilities. This ordinance was referred to the Committee on April 12, 1995.



     This recommendation was concurred unanimously by a viva voce vote of the
members of the Committee with no dissenting vote.



Respectfully submitted,



PATRICK M. HUELS

Chairman



 









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994 the City Council of the City
of Chicago, Illinois (the “City”) adopted an Ordinance published in the Journal
of Proceedings of the City Council at pages 57077 through 57149 authorizing the
City to enter into a “District Cooling Use Agreement” (the “Original
Agreement”) with Northwind, Inc., (“Grantee”), which grants to Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, Exhibit 1 to the Agreement describes the “Initial Distribution
Facilities” for the Grantee’s System and the Grantee’s “First Plant” (as those
terms are defined in the Original Agreement); and



     WHEREAS, Exhibit 2 to the Agreement provides the Location Map of Grantee’s
System, including Initial Distribution Facilities; and



     WHEREAS, Grantee has now obtained approval from the City for a new
chilling plant and/or ice production plant to be located at the Northwest
corner of South Franklin Street and West Congress Parkway (the “Second Plant”)
and desires to install additional distribution pipeline equipment, conduits,
fixtures and other instrumentalities and appurtenances in the City’s public
ways (the “Additional Distribution Facilities”) associated with both the First
Plant and the Second Plant; and



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Original
Agreement to include the Second Plant and to include Additional Distribution
Facilities, as further described and depicted in Exhibit A to this Ordinance;
and



     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2;
and



 









 





     WHEREAS, Grantee has changed its name from Northwind, Inc. to Unicom
Thermal Technologies, Inc. and wishes to amend the Original Agreement to
reflect this change of name; and



     WHEREAS, pursuant to Section 7.1.2 of the Original Agreement, Grantee’s
minimum fees set forth in Section 5 of the Original Agreement shall be
increased proportionate to the maximum capacity of the Second Plant; now,
therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a First
Amendment to the Original Agreement (the “First Amendment”) substantially in
the form attached hereto as Exhibit A, subject to such changes as such
officials shall approve, their signature being conclusive evidence of their
acceptance of such changes.



     SECTION 3: This Ordinance shall be in full force and effect from and
after its passage.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



2









 





EXHIBIT A




     This First Amendment to District Cooling System Use Agreement (the “First
Amendment”), dated as of                    , 1995 (the “Effective Date”) by and between
the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and UNICOM
THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as
NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Original Agreement describes the “Initial
Distribution Facilities” for the Grantee’s System and the Grantee’s “First
Plant” (as those terms arc defined in the Original Agreement); and



     WHEREAS, Exhibit 2 to the Original Agreement provides the Location Map of
the Grantee’s System, including the Initial Distribution Facilities; and



     WHEREAS, the Grantee has now obtained approval from the City for a new
chilling plant and/or ice production plant to be located at the Northwest
corner of South Franklin Street and West Congress Parkway (the “Second Plant”)
and desires to install additional distribution pipeline equipment, conduits,
fixtures and other instrumentalities and appurtenances in the City’s public
ways (the “Additional Distribution Facilities”) associated with both the First
Plant and the Second Plant; and



3









 





     WHEREAS, the Grantee desires to amend the Original Exhibits to include the
Second Plant and to include the Additional Distribution Facilities, as further
described and depicted in Exhibits 1 and 2 attached to this First Amendment
(the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on                    , 1995 approved
execution of a First Amendment to the Original Agreement in substantially the
form of this First Amendment, including the Amended Exhibits; and



     WHEREAS, the Grantee has changed its name from Northwind, Inc. to Unicom
Thermal Technologies, Inc. and wishes to amend the Agreement to reflect this
change of name; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this First Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this First Amendment, the Old
Exhibits are deemed superseded and replaced by the Amended Exhibits.



     Section 3. As of the Effective Date of this First Amendment, wherever the
Original Agreement (including Section 1 and all exhibits and attachments)
refers to the Grantee as meaning “Northwind, Inc.”, the Grantee shall be deemed
to mean Unicom Thermal Technologies, Inc.



4









 





     Section 4. As of the Effective Date, pursuant to Section 7.1.2(b) of the
Original Agreement, Section 5.1 of the Original Agreement is hereby amended in
its entirety to read as follows:



     “Section 5.1 General Compensation.




Grantee agrees to pay the City as General Compensation during each
Compensation Year for the use of the Public Ways throughout the
duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof) a sum equal to the
General Compensation as set forth below. The General Compensation
during the Compensation Year ending December 31, 1995 shall be the
greater of $50,000 or two percent (2%) of Grantee’s Total Gross
Billings. The General Compensation during the Compensation Year
ending December 31, 1996 shall be the greater of $140,000 or two
percent (2%) of Grantee’s Total Gross Billings. The General
Compensation during the Compensation Year ending December 31, 1997
shall be the greater of $190,000 or two percent (2%) of Grantee’s
Total Gross Billings. For each Compensation Year beginning with
the 1998 Compensation Year (subject to the City’s rights of
adjustment set forth in Section 2.3 hereof and to adjustments made
pursuant to Section 7.1.2), the General Compensation fees shall be
two percent (2%) of Total Gross Billings; but in no case shall the
General Compensation for any Compensation Year beginning with 1998
be less than $190,000 (subject to adjustment pursuant to Section
7.1.2), adjusted for the rate of inflation during the preceding
Compensation Year pursuant to the Consumer Price Index for Urban
Areas.”



5









 





     Section 5. As of the Effective Date, Section 12 of the Original Agreement
shall be deemed null, void and of no further effect.



     Section 6. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Agreement or any contract
or subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment,
gratuity or offer of employment shall be made in connection with this ordinance
by or on behalf of any contractors to the Grantee or higher tier subcontractors
or anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of Chapter 2-156 shall be voidable as to the
City.



     Section 7. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992).



     Section 8. It shall be the duty of the Grantee, all contractors, and all
officers, directors, agents, partners, and employees of the Grantee to
cooperate with the Inspector General in any investigation or hearing undertaken
pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its
contractors of the provision and require understanding and compliance herewith.



     Section 9. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of



6









 





Illinois. The Grantee has provided the City with the Disclosure of
Ownership Interest Affidavit for the Grantee.



     Section 10. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 11. Except as expressly modified in this First Amendment, all
other terms, covenants and conditions in the Original Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Original Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this First Amendment, all defined terms in the Agreement are used in the First
Amendment with the same meaning that such terms have in the Original Agreement.



* * *




[Signature page follows]




7









 








     IN WITNESS WHEREOF, the City has caused this First Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	TITLE:
	 	Commissioner of the Department
	

	 	 	 	 	 	of Environment
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
 	 	 	 	
 
	Assistant Corporation Counsel

	 	 	 	TITLE:
	 	Director of the
	 

	 	 	 	 	 	Department of Revenue
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	TITLE:
	 	Commissioner of the Department
	

	 	 	 	 	 	of Transportation
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
 	 	 	 	
 
	

	 	 	 	TITLE:
	 	Vice President and
	

	 	 	 	 	 	General Manager







8









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall he
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Financial Place. In Franklin Street proceeding
for 200 feet north, more or less, from the
intersection of Van Buren Street. In Financial
Place, from Jackson Boulevard to Van Buren
Street. In Jackson Boulevard, from the
intersection of Financial Place to Clark
Street. In LaSalle Street from Jackson
Boulevard to Washington Boulevard.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes



9









 





in construction conditions. All amendments requiring changes in location
not based on construction conditions shall require City Council authorization.



10









 








EXHIBIT 2










11









 








[CITY COUNCIL SEALS AND

SIGNATURES]




Document No. PO 95-1144




12









 








Reclassification Of Area Shown On Map Number 2-F.




     Be It Ordained by the City Council of the City of Chicago:




     SECTION 1. That the Chicago Zoning Ordinance be amended by changing all
the C3-7 Commercial Manufacturing District symbols and indications as shown on
Map No. 2-F in the area bounded by:




West Van Buren Street; South Franklin Street; West Congress
Parkway; and South Wacker Drive,



to the designation of a Business Planned Development which is hereby
established in the area above described, subject to such use and bulk
regulations as are set forth in the Plan of Development herewith attached and
made a part thereof and to no others.



     SECTION 2. This ordinance shall be in force and effect from and after its
passage and due publication.



 









 





	 	 	 	 	 
	480

	 	JOURNAL — CITY COUNCIL — CHICAGO
	 	5/2/95







Plan of Development Statements referred to in this ordinance read as follows:




Business Planned Development Number __________




Plan Of Development




Statements.





	1.	 	The area delineated herein as a Business Planned Development consists of
approximately 57,937 square feet (1.33 acres) and is owned or controlled
by the Applicant, Unicom Thermal Technologies, Inc.
	 
	2.	 	All applicable official reviews, approvals or permits are required to be
obtained by the Applicant or its successors, assignees, or grantees. Any
dedication or vacation of streets or alleys, or easements, or adjustments
of right-of-ways, or consolidation or resubdivision of parcels, shall
require a separate submittal on behalf of the Applicant or its successors,
assignees, or grantees and approval by the City Council.
	 
	3.	 	The requirements, obligations and conditions contained within this
Planned Development shall be binding upon the Applicant, its successors
and assigns and, if different than the Applicant, the legal title holders
and any ground lessors. All rights granted hereunder to the Applicant
shall inure to the benefit of the Applicant’s successors and assigns and,
if different than the Applicant, the legal title holder and any ground
lessors. Furthermore, pursuant to the requirements of Section 11.11-1 of
the Chicago Zoning Ordinance, the Property, at the time applications for
amendments, modifications or changes (administrative, legislative or
otherwise) to this Planned Development are made, shall be under single
ownership or under single designated control. Single designated control
for purposes of this paragraph shall mean that any application to the City
for any amendment to this Planned Development or any other modification or
change thereto (administrative, legislative or otherwise) shall be made or
authorized by all the owners of the Property and any ground lessors.
Nothing herein shall be construed to mean that any individual owner, or
any ground lessors, of the Property or any portion thereof is relieved of
obligations imposed hereunder or rights granted herein or is not subject
to City action pursuant to this Planned Development. In addition, nothing
herein shall prohibit or in any way restrict the alienation, sale or any
other transfer of all or any portion of the Property or any rights,
interests or obligations therein. Upon any alienation, sale or any other
transfer of all or any portion of the Property or the rights therein,
except any assignment or transfer of rights pursuant to a mortgage or
otherwise as collateral for any indebtedness, and solely with respect to
the portion of the Property so transferred, the term Applicant shall be
deemed amended to apply to the transferee thereof (and its beneficiaries
if such transferee is a land trust) and the seller or Transferor thereof
(and its beneficiaries if such seller or transferor is a land trust) shall
thereafter be released from any and all obligations or liability
hereunder.
	 
	4.	 	This Plan of Development consists of thirteen (13) Statements; a Bulk
Regulations and Data Table; a Property Line and Planned Development
Boundary Map; an Existing Zoning Map; an Existing Land-Use Map; and a
Site/Landscape Plan and Building




 









 











	 	 	 	 	 
	481

	 	UNFINISHED BUSINESS
	 	5/2/95








	 	 	Elevations prepared by Eckenhoff Saunders Architects, dated February 9,
1995. Full size sets of the Site/Landscape Plan and Building Elevations
are on file with the Department of Planning and Development. The Planned
Development is applicable to the area delineated hereto and these and no
other zoning controls shall apply. The Planned Development conforms to
the intent and purpose of the Chicago Zoning Ordinance, Title 17 of the
Municipal Code of Chicago, and all requirements thereof, and satisfies
the established criteria for approval as a planned development.
	 
	 5.	 	The following uses shall be permitted within the area delineated herein
as “Business Planned Development”: district heating and cooling
facilities, surface parking (accessory and non-accessory) and public open
space plazas. The Applicant agrees to comply with all relevant terms of
the City policy pertaining to district heating and cooling facilities.
	 
	 6.	 	Business identification and temporary construction signs shall be
permitted within the Planned Development subject to the review and
approval of the Department of Planning and Development.
	 
	 7.	 	Any service drives or other ingress or egress shall be adequately
designed and paved in accordance with the regulations of the Department of
Transportation in effect at the time of construction and in compliance
with the Municipal Code of the City of Chicago, to provide ingress and
egress for motor vehicles, including emergency vehicles. There shall be
no parking within such emergency areas. Ingress and egress shall be
subject to the review and approval of the Department of Transportation,
Bureau of Traffic and the Department of Planning and Development. Closure
of all or part of any public streets or alleys during demolition or
construction shall be subject to the review and approval of the Chicago
Department of Transportation, Bureau of Traffic. The Applicant agrees to
pay any costs associated with the temporary closure of any public streets
or alleys that are attributable to the proposed development.
	 
	 8.	 	Height restrictions of any building or any appurtenance thereto shall, in
addition to the Table of Use and Bulk Regulations, be subject to:






	a.	 	height limitations as certified on form FAA-117 or successor
forms involved in the same subject matter and approved by the
Federal Aviation Administration; and
	 
	b.	 	airport zoning regulations as established by the Department
of Planning and Development, Department of Aviation and Department
of Law, and approved by the City Council.






	9.	 	For purposes of floor area ratio (F.A.R.) calculations, the definitions
in the Chicago Zoning Ordinance shall apply.
	 
	10.	 	The improvements in the Property shall be designed, installed and
maintained in general conformance with the Site/Landscape Plan and
Building Elevations. The landscaping (including street trees in the
adjacent right-of-way) shall be designed, installed and maintained in
general conformance with the Site/Landscape Plan and the parkway tree
provisions of the Chicago Zoning Ordinance and corresponding regulations
and




 









 







	 	 	 	 	 
	482

	 	UNFINISHED BUSINESS
	 	5/2/95








	 	 	guidelines. The plaza space depicted on the Site/Landscape Plan shall be
constructed concurrently with the proposed cooling facility structure.
The color of the service door located on the Congress Parkway elevation
shall match the color of the adjacent cast in place concrete. The
roof-top screening located on the east elevation shall not be perforated.
The Applicant shall be responsible for maintaining the property in good
condition at all times, including times when the cooling facility is not
operational.
	 
	11.	 	The terms, conditions and exhibits of this Planned Development Ordinance
may be modified administratively by the Commissioner of the Department of
Planning and Development, upon the application for such a modification by
the Applicant and after a determination by the Commissioner of the
Department of Planning and Development that such a modification is minor
in nature, appropriate and consistent with the nature of the improvements
contemplated in this Planned Development and the purposes underlying the
provisions hereof. Any such modification of the requirements of this
Statement by the Commissioner of the Department of Planning and
Development shall be deemed to be a minor change in the Planned
Development as contemplated by Section 11.11-3(c) of the Chicago Zoning
Ordinance.
	 
	12.	 	The Applicant acknowledges that it is in the public interest to design,
construct and maintain all buildings in a manner which promotes and
maximizes the conservation of energy resources. The Applicant shall use
best and reasonable efforts to design, construct and maintain all
buildings located within this Planned Development in an energy efficient
manner, generally consistent with the most current energy efficiency
standards published by the American Society of Heating, Refrigeration and
Air-Conditioning Engineers (“A.S.H.R.A.E.”) and the Illuminating
Engineering Society (“I.E.S.”). Copies of these standards may be obtained

from the Department of Planning and Development.
	 
	13.	 	Unless substantial construction of the proposed cooling facility has
commenced within five (5) years following adoption of this Planned
Development, and unless completion is thereafter diligently pursued, then
this Planned Development shall expire; provided, however, that if the City
Council amends the Chicago Zoning Ordinance to provide for a shorter
expiration period which is applicable to all Planned Developments, then
this Planned Development shall expire upon the expiration of such shorter
time period as provided by said Amendatory Ordinance (the first day of
which as applied to this Planned Development shall be the effective date
of the Amendatory Ordinance). If this Planned Development expires under
the provisions of this section, then the zoning of the Property shall
automatically revert to that of a C3-7 Commercial Manufacturing District.





[Property Line and Planned Development Boundary Map; Existing

Zoning Map; Existing Land-Use Map; Site/Landscape Plan;

and Building Elevation Drawings referred to in these

Plan of Development Statements printed

on pages 485 through 491

of this Journal.]




          Bulk Regulations and Data Table referred to in these Plan of Development
Statements reads as follows:



 









 





	 	 	 	 	 
	483

	 	UNFINISHED BUSINESS
	 	5/2/95







Business Planned Development Number ___________




Bulk Regulations And Data Table.




Gross Site Area, 91,197 square feet (2.09 acres) equals Net Site Area, 57,937
square feet (1.33 acres) plus Area in Public Right-of-Way, 33,260 square feet
(0.76 acres).



	 	 	 
	Net Site Area:

	 	57,937 square feet/1.33 acres.
	 
	 	 
	Maximum Floor Area Ratio:

	 	16.0.
	 
	 	 
	Maximum Percent of Site Coverage:

	 	In accordance with Site/Landscape Plan.
	 
	 	 
	Maximum Floor Area Ratio for Total Net Site Area:

	 	16.0.
	 
	 	 
	Maximum Number of Off-Street
Parking Spaces (Surface):

	 	73.
	 
	 	 
	Minimum Number of Off-Street Loading Berths:

	 	0.
	 
	 	 
	Maximum Percent of Site Coverage:

	 	In accordance with Site/Landscape Plan.
	 
	 	 
	Minimum Required Building Setbacks:

	 	In accordance with Site/Landscape Plan.
	 
	 	 
	Maximum Permitted Building Height:

	 	In accordance with Building Elevations.







 









 






	 	 	 	 	 
	484

	 	UNFINISHED BUSINESS
	 	5/2/95







Property Line And Planned Development Boundary Map.




BUSINESS PLANNED DEVELOPMENT NO. ______




PROPERTY LINE AND PLANNED DEVELOPMENT BOUNDARY MAP










 









 






	 	 	 	 	 
	



	485

	 	 	 	5/2/95
	










JOURNAL — CITY COUNCIL — CHICAGO




Existing Zoning Map.




BUSINESS PLANNED DEVELOPMENT NO. ____

EXISTING ZONING MAP








 









 






	 	 	 
	486

	UNFINISHED BUSINESS
	5/2/95







Existing Land - Use Map.










 









 








	 	 	 
	487

	UNFINISHED BUSINESS
	5/2/95







JOURNAL — CITY COUNCIL — CHICAGO




Site/Landscape Plan.









 









 








	 	 	 
	488

	UNFINISHED BUSINESS
	5/2/95







Building Elevations.

(Page 1 of 3)









 









 








	 	 	 	 	 
	489

	 	UNFINISHED BUSINESS
	 	5/2/95
	 	 	 	 	 
			Building Elevations.

(Page 2 of 3)
		



















 









 








	 	 	 	 	 
	490

	 	UNFINISHED BUSINESS
	 	5/2/95







Building Elevations.

(Page 3 of 3)









 









 








STATE OF ILLINOIS,      ss.

County of Cook



     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook
and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a
true and correct copy of that certain ordinance now on file in my office
Concerning Reclassification of Area Shown on Map Number 2-F in the area bounded
by West Van Buren Street; South Franklin Street; West Congress Parkway; and
South Wacker Drive.



     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the second (2nd) day of May, A. D. 1995
and deposited in my office on the second (2nd) day of May A. D. 1995.



     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result
of said vote so taken was as follows, to wit:
Yeas: 47, Nays: None.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without delay, by the City Clerk of the said City of Chicago, and that the said
Mayor failed to return the said ordinance to the said City Council with his
written objections thereto at the next regular meeting of the said City Council
occurring not less than five days after the passage of the said ordinance.



     I DO FURTHER CERTIFY that the said ordinance after the passage thereof by
the City Council, was printed in pamphlet form, published by authority of the
said City Council on the seventeenth (17th) day of May, A.D. 1995.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.



	 	 	 	 	 
	 	 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the City of Chicago aforesaid, at the said City,
in the County and State aforesaid, this seventeenth (17th) day of
May A. D. 1995.

	[L.S.]
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	/s/James J. Laski
	

	 	 	 	
 
	

	 	 	 	JAMES J. LASKI, City Clerk.








 









 





[Daley and George, Ltd. Letterhead]




September 26, 1995



BY MESSENGER

Mr. Stan Gent

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



               In re: Second Amendment to Use Agreement



Dear Stan:




               Enclosed please find a copy of Christopher Torem’s correspondence dated
September 26, 1995 together with a photocopy of the fully executed Second
Amendment.



Sincerely,



John J. George



JJG:tc

Enclosure




 









 








[City of Chicago Letterhead]




September 26, 1995




John J. George, Esq.

Daley and George

Two First National Plaza

Suite 400

20 South Clark Street

Chicago, Illinois 60603-1903




Re: Unicom Thermal Technologies, Inc.:

Second Amendment to District Cooling System

Use Agreement



Dear Jack:





Enclosed is a fully executed copy of the captioned amendment.




Please feel free to call me if any questions arise in connection with the amendment.



Very truly yours,



Christopher Torem

Assistant Corporation Counsel



cc: C. Williams
      R.
Johnson
      M.
Schreiber
      A.
Mullahy
      C.
Reddick
      M.
Saldana
      M.
Monroe



CTM4:\2uni.let1




 









 





     This Second Amendment to District Cooling System Use Agreement (the
“Second Amendment”), dated as of July 15, 1995 (the “Effective Date”) by and
between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known
as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, the Original Agreement was amended pursuant to a First Amendment
to District Cooling System Use Agreement dated as of June 1, 1995 (the “First
Amendment and collectively with the Original Agreement, the “Current
Agreement”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee has encountered unexpected difficulties in connecting
a certain customer to the First Plant (as defined in the Current Agreement)
which customer has originally been intended to be connected through the Current
Distribution Facilities described in said Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”); and



 









 





     WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of LaSalle Street
south from the intersection of West Jackson Boulevard to Van Buren Street and
to delete prior authorization to use portions of Financial Place from Jackson
Boulevard to Van Buren Street, as further described in Exhibits 1 and 2
attached to this Second Amendment (the “New Exhibits”); and



     WHEREAS, the City desires to amend the Current Agreement to reflect
certain City departmental procedures regarding underground facilities; and



     WHEREAS, the City Council of the City on July 13, 1995 approved execution
of a Second Amendment to the Original Agreement in substantially the form of
this Second Amendment, including the New Exhibits; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Second Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Second Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits.



     Section 3. As of the Effective Date, Section 7.6 of the Current Agreement
is replaced in its entirety as follows:




          “Section 7.6 Underground Facilities Agreement. Grantee agrees to
apply for, and if accepted, enter into membership in the Chicago Utility
Alert Network as established by ordinance dated November 5, 1993, as
amended, and the Chicago Utility Alert Network



2









 






Membership Agreement. Grantee agrees to pay its share of the costs
and expenses pursuant to the Chicago Utility Alert Network Membership
Agreement.”



     Section 4. A new Section 7.7 is added to the Current Agreement which shall
read as follows:




          “Section 7.7 Board of Underground. Grantee agrees to join the
Board of Underground, as established by Section 2-120-300 of the
Municipal Code. Grantee agrees that its work in the Public Way shall
comply with the guidelines and procedures issued by the Department of
Transportation for the Board of Underground, pursuant to Section
2-120-300 of the Municipal Code. Consistent with and pursuant to Section
2-120-300 of the Municipal Code, Grantee shall design its System to the
extent practicable so as not to materially diminish or prevent access for
repair or maintenance of underground facilities, whether owned by City or
any third party. Conflicts regarding access to facilities shall be
resolved pursuant to Board of Underground procedures to the extent
practicable and required.”



     Section 5. A new paragraph (G) is added to Section 10.1 of the Current
Agreement which shall read as follows:



     (G) “Such additional events of default as are specifically set forth in this Agreement.”



     Section 6. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Amendment or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment,
gratuity or offer of employment



3









 





shall be made in connection with this ordinance by or on behalf of any
contractors to the Grantee or higher tier subcontractors or anyone associated
therewith, as an inducement for the award of contracts, subcontracts or orders.
Any agreement entered into, negotiated or performed in violation of any of the
provisions of Chapter 2-156 shall be voidable as to the City.



     Section 7. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.).



     Section 8. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 9. Except as expressly modified in this Second Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Second Amendment, all defined terms in the Current Agreement are used in
the Second Amendment with the same meaning that such terms have in the Current
Agreement.



4









 





     IN WITNESS WHEREOF, the City has caused this Second Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and scaled the same on or as of the day and year first
written.









	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:
	 	/s/   [ILLEGIBLE]


	 
	 	 	 	 
	

	 	 	 	TITLE: Commissioner of the
Department of Environment
	 
	 	 	 	 
	



	



	Reviewed as to form and legality:
	 	 	 	 
	 
	 	 	 	 
	/s/   [ILLEGIBLE]



	 	By:
	 	/s/   [ILLEGIBLE]


	 
	 	 	 	 
	Assistant Corporation Counsel

	 	 	 	TITLE: Director of the Department of Revenue
	 
	 	 	 	 
	

	 	By:
	 	/s/   [ILLEGIBLE]


	 
	 	 	 	 
	

	 	 	 	TITLE: Commissioner of the
Department of Transportation
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	/s/   [ILLEGIBLE]



	 	By:
	 	/s/   [ILLEGIBLE]


	 
	 	 	 	 
	

	 	 	 	TITLE: President











5









 






EXHIBIT 1




          The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle
Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to LaSalle Street. In Franklin Street proceeding for 200
feet north, more or less, from the intersection of Van Buren Street. In Jackson Boulevard, from
LaSalle Street to Clark Street. In LaSalle Street from Washington Boulevard to Van Buren Street.







          This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes



6









 





in construction conditions. All amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



*Changes marked to show changes from Amendment Number 1.





7









 


















8









 








CONTRACTOR’S AFFIDAVIT




	  	 	 	 	 
	 	SPECIFICATION NUMBER:

	 	 	                                                                                                                                                                                    
	  	 
	 	 	 
	 	Bidder/Proposer Name:

	 	 	                                                                                                                                                                               
	 	Bidder/Proposer Address:

	 	 	                                                                                                                                                                               
	 	

	 	 	                                                                                                                                                                               
	 	

	 	 	                                                                                                                                                                              








	 	 	Federal Employer I.D. #                                                          or Social Security #                                                               





	 	 	 
	Instructions:

	 	FOR USE WITH A CONTRACT FUNDED IN WHOLE BY CITY OR STATE FUNDS.
Every Contractor submitting a bid/proposal to the City of Chicago must
complete this Contractor’s Affidavit. Special attention should be paid to
Sections I (p. 1 to 4), II(p. 4), IIIC(p. 6), and IV (p. 8) which require
the Contractor to provide certain information to the City. The Contractor
should complete this Contractor’s Affidavit by signing Section V (p. 8).
Please note that in the event the Contractor is a joint venture, the joint
venture and each of the joint venture partners must submit a completed
Contractor’s Affidavit. In the event that the Contractor is unable to
certify to any of the statements contained herein, Contractor must contact
the Department of Purchases, Contracts and Supplies for the City of
Chicago and provide a detailed factual explanation of the circumstances
leading to the Contractor’s inability to so certify.







The undersigned                                                                             , as                                                                             

                                                              (Name)                                                                (Title)

and on behalf of           
                                                        (“Contractor”) having been duly sworn under oath certifies that:

                                                   (Business Name)






I.   DISCLOSURE OF OWNERSHIP INTERESTS




Pursuant to Chapter 2-154 of the Municipal Code of Chicago, all
bidders/proposers shall provide the following information with their
bid/proposal. If the question is not applicable, answer with “NA.” If the
answer is none, please answer “none.”



	 	 	 	 	 
	Bidder/Proposer is a:

	 	[ ] Corporation
	 	[ ] Sole Proprietor
	(Check One)

	 	[ ] Partnership
	 	[ ] Not-for-Profit-Corporation
	

	 	[ ] Joint Venture
	 	[ ] Other







Page 1 of 8





 









 





SECTION 1. FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of                                                          
	 
	b.	 	Authorized to do business in the State of Illinois YES [ ] NO [ ]
	 
	c.	 	Names of all officers of corporation (or Attach List):  Names of all directors of corporation (or
Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)

	 	Title (Print or Type)
	 	Name (Print or Type)
	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)

	 	Address
	 	Ownership Interest
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %








	e.	 	Is the corporation owned partially or completely by one or more other
Corporations?

YES [ ] NO [ ]






	 	 	If “yes,” provide the above information, as applicable, for each of said
corporations.






	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.






	 	 	 	 	 
	Name (Print or Type)

	 	Address
	 	Ownership Interest
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %
	                                                         

	 	                                                          
	 	                                                          %







2









 





NOTE: Generally, with corporations having 100 or more shareholders where no
shareholder owns 10% of the shares, the requirements of this Section 1 would be
satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of
the corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION 2. PARTNERSHIPS



If the bidder/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	
	Names of Partners (Print or Type)

	 	Percentage Interest	
	

	 	
	%
	

	 	
	%
	

	 	
	%
	

	 	
	%







SECTION 3. SOLE PROPRIETORSHIPS





	a.	 	The bidder/proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:






	 	 	YES [ ]  NO [ ] If NO, complete items b. and c. of this Section 3.






	b.	 	If the sole proprietorship is held by an agent(s) or a nominees(s),
indicate the principal(s) for whom the agent or nominee hold such
interest.





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another person or legal entity state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:


















3









 








SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES





	 	 	If the bidder/proposer is a land trust, business trust, estate or other similar
commercial or legal entity, identify any representative, person or entity
holding legal title as well as each beneficiary in whose behalf title is held
including the name, address and percentage of interest of each beneficiary.





       
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   






       
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   





SECTION 5. NOT-FOR-PROFIT CORPORATIONS





	a.	 	Incorporated in the State of                                                          
	 
	b.	 	Authorized to do business in the State of Illinois YES [ ] NO [ ]
	 
	c.	 	Names of all officers of corporation (or Attach List): Names of all directors of corporation (or
Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)

	 	Title (Print or Type)
	 	Name (Print or Type)
	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         








	 	 	NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code of
Chicago, the Corporation Counsel may require any such additional information
from any entity to achieve full disclosure relevant to the contract. Further,
pursuant to Chapter 2-154. Section 2-154-020, any material change in the
information required above must be provided by supplementing this statement at
any time up to the time the Purchasing Agent takes action on the contract or
other action requested of the Purchasing Agent.





II. AFFIDAVIT OF LOCAL BUSINESS





	 	 	“LOCAL BUSINESS” means a business located within the corporate limits of the
City of Chicago, which has the majority of its regular, full-time work force
located within the City, and which is subject to City Taxes.
	 
	 	 	Joint Ventures: For purposes of establishing a firm’s eligibility for two
percent (2%) local business preference (if allowed by the specification), each
partner must complete a separate affidavit. A Joint Venture is a “Local
Business” only if at least fifty percent (50%) interest in the venture is held
by “Local Businesses.”
	 
		 	1) Is bidder/proposer a “Local Business” as defined above? Yes:                     No:                    
	 
		 	2) How many persons are currently employed by bidder/proposer?                    




4









 






		 	3) Does bidder/proposer have business locations outside of City of
Chicago? Yes:                    

    No:                   






	 	 	If yes, list such bidder/proposer business addresses:
	 
	 	 	       
                   
                   
                   
                   
                   
                   
                   
                   

	 
	 	 	
       
                   
                   
                   
                   
                   
                   
                   
                   



	 
	 	 	       
                   
                   
                   
                   
                   
                   
                   
                   



(Attach Additional Sheets if Necessary)






	4)	 	How many of bidder/proposer’s current employees work at City of
Chicago locations?                    
	 
	5)	 	Is bidder/proposer subject to City of Chicago taxes (including the
Head Tax)?

Yes:                     No:                   





III. CONTRACTOR CERTIFICATION





	A.	 	CONTRACTOR
	 
	 



	1.	 	The Contractor or any subcontractor to be used in the performance
of this contract, or any affiliated entity1 of the Contractor or any
such subcontractor, or any responsible official thereof, or any
other official, agent or employee of the Contractor, any such
subcontractor or any such affiliated entity1, acting pursuant to
the direction or authorization of a responsible official thereof
has not, during a period of 3 years prior to the date of execution
of this certification or if a subcontractor or subcontractor’s
affiliated entity1 during a period of 3 years prior to the date of
award of the subcontract:
	 









	a.	 	Bribed or attempted to bribe, or been convicted of bribery
or attempting to bribe a public officer or employee of the City
of Chicago, the State of Illinois, any agency of the federal
government or any state or local government in the United States
(if an officer or employee, in that officer’s or employee’s
official capacity); or
	 
	b.	 	Agreed or colluded, or been convicted of agreement or
collusion among bidders or prospective bidders in restraint of
freedom of competition by agreement to bid a fixed price or
otherwise; or
	 
	 



	c.	 	Made an admission of guilt of such conduct described in 1(a) and (b) above which is a matter of record but has not been
prosecuted for such conduct.
	 









	2.	 	The Contractor or any agent, partner, employee or officer of the
Contractor is not barred from contracting with any unit of state or
local government as a result of engaging in or being convicted of
bid-rigging3 in violation of Section 3 of Article 33E of the
Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3) or
any similar offense of any state or the United States which
contains the same elements as the






5










 






	 	 	offense of bid-rigging3 during a period of five years prior to the
date of submittal of this bid, proposal or response.2
	 
	3.	 	The Contractor or any agent, partner, employee, or officer of the
Contractor is not barred from contracting with any unit of state or
local government as a result of engaging in or being convicted of
bid-rotating4 in violation of Section 4 of Article 33E of the
Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4) or
any similar offense of any state or the United States which
contains the same elements as the offense of bid-rotating4.
	 
	4.	 	The Contractor understands and will abide by all provisions of
Chapter 2-56 of the Municipal Code of Chicago entitled “Office of
Inspector General” and all provisions of Chapter 2-156 of the
Municipal Code of Chicago entitled “Governmental Ethics.”
	 
	B.	 	SUBCONTRACTOR
	 
	



	1.	 	The Contractor has obtained from all subcontractors to be used in
the performance of this contract, known by the Contractor at this
time, certifications in form and substance equal to Section I of
this Contractor’s Affidavit. Based on such certification(s) and
any other information known or obtained by the Contractor, the
Contractor is not aware of any such subcontractor, subcontractor’s
affiliated entityl, or any agent, partner, employee or officer of
such subcontractor or subcontractor’s affiliated entityl having
engaged in or been convicted of: (a) any of the conduct described
in Section III.A.1 (a) or (b) of this certification, (b)
bid-rigging3, bid-rotating4, or any similar offense of any state or
the United States which contains the same elements as bid-rigging
and bid-rotating, or having made an admission of guilt of the
conduct described in Section III.A.1 (a) or (b) which is a matter
of record but has/have not been prosecuted for such conduct.
	



	 
	



	2.	 	The Contractor will, prior to using them as subcontractors, obtain
from all subcontractors to be used in the performance of this
contract, but not yet known by the Contractor at this time,
certifications in form and substance equal to this certification.
The Contractor shall not, without the prior written permission of
the City, use any of such subcontractors in the performance of this
contract if the Contractor, based on such certifications or any
other information known or obtained by Contractor, becomes aware of
such subcontractor, subcontractor’s affiliated entity1 or any
agent, employee or officer of such subcontractor or subcontractor’s
affiliated entity1 having engaged in or been convicted of: (a) any
of the conduct described in Section III.A.1 (a) or (b) of this
certification; or (b) of bid rigging3, bid rotating4 or any similar
offense of any state or the United States which contains the same
elements as bid-rigging or bid-rotating or having made an admission
of guilt of the conduct described in Section III.A.1 (a) or (b)
which is a matter of record but has/have not been prosecuted for
such conduct.
	



	 
	3.	 	The Contractor will maintain on file for the duration of the
contract all certifications required by Section III.B (1) and (2)
above, for all subcontractors to be used in the




6









 






	 	 	performance of this contract and will make such certifications
promptly available to the City of Chicago upon request.
	 
	4.	 	The Contractor will not, without the prior written consent of the
City, use as subcontractors any individual, firm, partnership,
corporation, joint venture or other entity from whom the Contractor
is unable to obtain a certification in form and substance equal to
this certification.
	 
	5.	 	Contractor hereby agrees, if the City so demands, to terminate its
subcontract with any subcontractor, if such Contractor or
subcontractor was ineligible at the time that the subcontract was
entered into for award of such subcontract under Ch. 2-92, Section
2-92-320 of the Chicago Municipal Code, or if applicable, under
Section 33-E of Article 33 of the State of Illinois Criminal Code
of 1961, as amended. Contractor shall insert adequate provisions
in all subcontracts to allow it to terminate such subcontracts as
required by this certification.
	 
	C.	 	STATE TAX DELINQUENCIES




In completing this Section III C, authorized signatory must initial on the line
nest to the appropriate subsection.





	



	1.	 	           Contractor is not delinquent in the payment of any
tax administered by the Illinois Department of Revenue or, if
delinquent, Contractor is contesting, in accordance with the
procedures established by the appropriate Revenue Act, its
liability for the tax or amount of the tax.
	



	 
	



	2.	 	           Contractor has entered into an agreement with the
Illinois Department of Revenue for the payment of all such taxes
that are due and is in compliance with such agreement.
	



	 
	



	3.	 	           Contractor is delinquent in the payment of any tax
administered by the Department of Revenue and is not covered under
any of the situations described in subsections 1 and 2 of this
Section III C, above.5
	



	 
	D.	 	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT
	 
	1.	 	The Contractor certifies to the best of its knowledge and belief,
that it and its principals:






	a.	 	Are not presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from
covered transactions by any Federal, state or local department
or agency;
	 
	b.	 	Have not within a three-year period preceding this proposal
been convicted of or had a civil judgment rendered against them
for: the commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public
(Federal, State, Local) transaction or contract under a public
transaction; a violation of Federal or State antitrust statutes;
or commission of embezzlement,




7









 






	 	 	theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property.
	 
	c.	 	Are not presently indicted for or otherwise criminally or
civilly charged by a governmental entity (Federal, State or
Local) with commission of any of the offense enumerated in
paragraph (D)(1)(b) above; and
	 
	d.	 	Have not within a three-year period preceding this Agreement
had one or more public transactions (Federal, State or Local)
terminated for cause or default.






	2.	 	If the Contractor is unable to certify to any of the statements in
this Certification, Contractor shall attach an explanation to this
Certification.
	 
	3.	 	If any subcontractors are to be used in the performance of this
Agreement, Contractor shall cause such subcontractors to certify as
to paragraph (D)(1) of this Certification. In the event than any
subcontractor is unable to certify to any of the statements in this
Certification, such subcontractor shall attach an explanation to
this Certification.





E. ANTI-COLLUSION



The Contractor, its agent, officers or employees have not directly or
indirectly entered into any agreement, participated in any collusion, or
otherwise taken any action in restraint of free competitive bidding in
connection with this proposal. Failure to submit this statement as part of the
bid proposal will make the bid nonresponsive and not eligible for award
consideration.




F. PUNISHMENT



A Contractor who makes a false statement, material to Section III (A)(2) of
this certification commits a class 3 felony. 720 ILCS 5/33E - 11(b). Making a
false statement concerning Section III of this certification is a Class A
misdemeanor, voids the contract and allows the municipality to recover all
amounts paid to the contract under the contract in a civil action.
65 ILCS 5/11 - 42.1-1.




Notes 1-5 For Section III, Contractor Certification



1. In accordance with Chapter 2-92, Section 2-92-320 of the Municipal Code of
Chicago, the Contractor or a subcontractor shall be chargeable with the conduct
of an affiliated entity. Business entities are affiliated if, directly or
indirectly, one controls or has the power to control the other, or if a third
person control or has the power to control both entities. Indicia of control
include without limitation: interlocking management or ownership identity of
interests among family members; shared facilities and equipment; common use of
employees; or organization of a business entity following the ineligibility of
a business entity under Chapter 2-92, Section 2-92-320 of the Chicago Municipal
Code using substantially the same management, ownership or principals as the
ineligible entity.



2. No corporation shall be barred from contracting with any unit of State or
local government as a result of a conviction, under either Section 33E-3 or
Section 33E-4 of Article 33 of the State of Illinois Criminal Code of 1961, as
amended, of any employee or agent of such corporation if the




8









 







employee so convicted is no longer employed by the corporation and: (1) it has
been finally adjudicated not guilty or (2) if it demonstrates to the
governmental entity with which it seeks to contract and that entity finds that
the commission of the offense was neither authorized, requested, commanded, nor
performed by a director, officer or a high managerial agent in behalf of the
corporation as provided in paragraph (2) of subsection (a) of Section 5-4 of
the State of Illinois Criminal Code.



3. For purposes of Section IIIA of this certification, a person commits the
offense of and engages in bid-rigging when he knowingly agrees with any person
who is, or but for such agreement should be, a competitor of such person
concerning any bid submitted or not submitted by such person or another to a
unit of State or local government when with the intent that the bid submitted
or not submitted will result in the award of a contract to such person or
another and he either (1) provides such person or receives from another
information concerning the price or other material term or terms of the bid
which would otherwise not be disclosed to a competitor in an independent
noncollusive submission of bids or (2) submits a bid that is of such a price or
other material term or terms that he does not intend the bid to be accepted.
720 ILCS 5/33E-3.



4. For purposes of Section IIIA of this certification, a person commits the
offense of and engages in bid rotating when, pursuant to any collusive scheme
or agreement with another, he engages in a pattern over time (which, for the
purposes hereof, shall include at least 3 contract bids within a period of ten
years, the most recent of which occurs after January 1, 1989) of submitting
sealed bids to units of State or local government with the intent that the
award of such bids rotates, or is distributed among, persons or business
entities which submit bids on a substantial number of the same contract. 720
ILCS 5/33E-4.



5. 65 ILCS
5/11 - 42.1-1 provides that a municipality may not enter into a
contract or agreement with an individual or other entity that is delinquent in
the payment of any tax administered by the Illinois Department of Revenue
unless the contracting party is contesting, in accordance with the procedures
established by the appropriate Revenue Act its liability for the tax or the
amount of the tax or unless the contracting party has entered into an agreement
to pay the tax and is in compliance with the Agreement. Notwithstanding the
above, the municipality may enter into the contract if the contracting
authority for the municipality determines that:





	(1)	 	the contract is for good or services vital to the public health,
safety, or welfare; and
	 
	(2)	 	the municipality is unable to acquire the goods or services at a
comparable price and of comparable quality from other sources.






	IV.	 	INCORPORATION INTO CONTRACT AND COMPLIANCE
	 
	 	 	The above certifications shall become part of any contract awarded to the
Contractor set forth on page 1 of this Contractor’s Affidavit. Further,
Contractor shall comply with these certifications during the term of the
Contract.




9









 






	V.	 	VERIFICATION
	 
	 	 	Under penalty of perjury, I certify that I am authorized to execute this
Contractor’s Affidavit on behalf of the Contractor set forth on page 1, that I
have personal knowledge of all the certifications made herein and that the same
are true.





	 	 	 
	

	 	

Signature of Authorized Officer
	 
	 	 
	

	 	

Name of Authorized Officer (Print or Type)
	 
	 	 
	

	 	

Title
	 
	 	 
	

	 	

Telephone Number







	State of	



	 	 
	Country of	






Signed and sworn to before me this                                        day of                                       ,
19                    by                                                                              (Name) as                                       
(Title) of                                                                              (Contractor.)









Notary Public Signature





10










 





[Daley And George, Letterhead]




February 12, 1996




BY MESSENGER



Mr. Donald A. Petkus

Unicorn Thermal Technologies, Inc.

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



     In re:     Third Amendment to District Cooling System Use Agreement



Dear Don:



     I am enclosing herewith one fully executed copy of the Third Amendment to
the District Cooling System Agreement. After you have reviewed it if you have
any questions please call me.



Sincerely,



John J. George



JJG:df

Enclosure



 









 





     This Third Amendment to District Cooling System Use Agreement (the “Third
Amendment”), dated as of February 1, 1996 (the “Effective Date”) by and between
the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and UNICOM
THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as
NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, the Original Agreement was amended pursuant to a First Amendment
to District Cooling System Use Agreement dated as of June 1, 1995 (the “First
Amendment and collectively with the Original Agreement, the “Current
Agreement”); and



     WHEREAS, the Original Agreement was amended pursuant to a Second Amendment
to District Cooling System Use Agreement dated July 15, 1995 (the “Second
Amendment” and collectively with the Original Agreement and First Amendment,
the “Current Agreement”); and



     WHEREAS,
Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities (Exhibit 1
and 2 to the Current Agreement are collectively referred to as the “Current
Exhibits”); and



 









 





     WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of Franklin Street
from Van Buren to Jackson Boulevard, a portion of Jackson Boulevard from
Franklin Street to LaSalle Street, and a portion of Washington Boulevard from
LaSalle Street to approximately 300 feet west of Franklin Street, more or less,
as described in Exhibits 1 and 2 attached to this Third Amendment (the “New
Exhibits”); and



     WHEREAS, the City Council of the City on January 10, 1996 approved
execution of a Third Amendment to the Original Agreement in substantially the
firm of this Third Amendment, including the New Exhibits; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Third Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Third Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits.



     Section 3. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Third Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established



2









 





pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment,
gratuity or offer of employment shall he made in connection with this ordinance
by or on behalf of any contractors to the Grantee or higher tier subcontractors
or anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of Chapter 2-156 shall be voidable as to the
City.



     Section 4. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.)



     Section 5. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 6. Except as expressly modified in this Third Amendment, all other
terms, covenants and conditions in the Current Agreement (including exhibits
and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Third Amendment, all defined terms in the Current Agreement are used in
the Third Amendment with the same meaning that such terms have in the Current
Agreement.



3









 





     IN WITNESS WHEREOF, the City has caused this Third Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.









	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	
 
	

	 	 	 	TITLE: Commissioner of the
	

	 	 	 	Department of Environment
	 
	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 
	 
	 	 	 	 
	/s/ [ILLEGIBLE]

	 	By:	 	/s/ [ILLEGIBLE]
	


	 	 	 	/s/ [ILLEGIBLE]

	Assistant Corporation Counsel

	 	 	 	TITLE: Director of the
	

	 	 	 	Department of Revenue
	 
	 	 	 	 
	

	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	
 
	 
	 	 	 	TITLE: Commissioner of the
	OFFICIAL SEAL

	 	 	 	Department of Transportation
	KAREN BAILEY MAYNARD
	 	 	 	 
	NOTARY PUBLIC, STATE OF ILLINOIS

	 	 	 	
	MY COMMISSION EXPIRES: 02/08/99
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	/s/ [ILLEGIBLE]

	 	By:	 	/s/ [ILLEGIBLE]
	
 

	 	 	 	
 
	

	 	 	 	TITLE: President











4









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall he
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 
	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from Van
Buren Street to Jackson Boulevard. In Jackson
Boulevard, from Franklin Street to Clark
Street. In LaSalle Street from Washington
Boulevard to Van Buren Street. In Washington
Boulevard from LaSalle Street to approximately
300 feet west of Franklin Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend









	*	 	Changes marked to show changes from Amendment Number 2.




5









 








the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not
based on construction conditions shall require City Council authorization.




6









 








[Daley and George, Ltd. Letterhead]




July 31, 1996




BY MESSENGER

Mr. Donald A. Petkus, President

Unicorn Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



               In re: Fourth Amendment to District Cooling System Use Agreement



Dear Don:




               Enclosed please find the original fully executed Fourth Amendment to
District Cooling System Use Agreement. This is an important document and
should be retained in your permanent records.



               Please feel free to contact me if you have any questions or comments
concerning this matter.



Sincerely,



John J. George



JJG: tc

cc: Stan Gent
      
John Mitola
      
Richard Ryall



 









 









     This Fourth Amendment to District Cooling System Use Agreement (the
“Fourth Amendment”), dated as of April 1, 1996 (the “Effective Date”) by and
between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known
as NORTHWIND INC. (the “Grantee”) and a wholly owned
subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.







WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, the Original Agreement has been amended pursuant to a First
Amendment to District Cooling System Use Agreement dated as of June 1, 1995
(the “First Amendment”), a Second Amendment to District Cooling System Use
Agreement dated as of July 15, 1995 (the “Second Amendment”) and a Third
Amendment to District Cooling System Use Agreement dated as of February 1, 1996
(the “Third Amendment”, and collectively with the Original Agreement, the First
Amendment and the Second Amendment, the “Current Agreement”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



 









 





     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities (Exhibit 1
and 2 to the Current Agreement are collectively referred to as the “Current
Exhibits”); and


     WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of Franklin Street
from Washington Boulevard to Randolph Street, a portion of Madison Street from
LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark
Street to Dearborn Street, as described in Exhibits 1 and 2 attached to this
Fourth Amendment (the “New Exhibits”); and



     WHEREAS, the parties also wish to modify the insurance provision of the
Current Agreement in accordance with the provisions of the Ordinance; and



     WHEREAS, the City Council of the City on March 6, 1996 approved execution
of a Fourth Amendment to the Original Agreement in substantially the form of
this Fourth Amendment, including the New Exhibits; and



     WHEREAS, the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Fourth Amendment by reference as though fully set forth herein.



     Section 2. As of the Effective Date of this Fourth Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits.



3









 





     Section 3. As of the Effective Date of this Fourth Amendment, the
provisions of Section 6.1 of the Current Agreement beginning with subparagraph
(A) through the remainder of said Section shall be replaced in its entirety to
read as follows:



         “A. Insurance To Be Provided




	1.	 	Workers Compensation and Employers Liability Insurance Workers
Compensation and Employers Liability Insurance, as prescribed by applicable law
covering all employees who are to provide a service under this Agreement and
Employers Liability coverage with limits of not less than $500,000 each
accident or illness.
	 
	2.	 	Commercial General Liability Insurance (Primary and Umbrella)
Commercial General Liability Insurance or equivalent with limits of not less
than $10,000,000 per occurrence, combined single limit, for bodily injury,
personal injury, and property damage liability. Coverages shall include the
following: All premises and operations, products/completed operations (for a
minimum of two (2) years following project completion), explosion, collapse,
underground, independent contractors, separation of insureds, defense, and
contractual liability (with no limitation endorsement). The City of Chicago,
its employees, elected officials, agents, and representatives are to be named
as additional insureds on a primary, non-contributory basis for any liability
arising directly or indirectly from the work.




4









 






	3.	 	Railroad Protective Liability Insurance
	 
	 	 	When any work is to be done adjacent to railroad or
transit property, Grantee shall provide, with respect
to the operations that Grantee or subcontractors
perform, Railroad Protective Liability Insurance in the
name of the railroad or transit entity. The policy
shall have limits of not less than $2,000,000 per
occurrence, combined single limit, and $6,000,000 in
the aggregate for losses
arising out of injuries to or death of all persons, and
for damage to or destruction of property, including the
loss of use thereof.
	 
	4.	 	Automobile Liability Insurance (Primary and Umbrella)
	 
	 	 	When any motor vehicles (owned, non-owned and hired)
are used in connection with work to be performed, the
Grantee shall provide Comprehensive Automobile
Liability Insurance with limits of not less than
$2,000,000 per occurrence, combined single limit, for
bodily injury and property damage. The City of Chicago
is to be named as an additional insured on a primary,
non-contributory basis.
	 
	5.	 	Pollution Legal Liability Insurance (EIL)
	 
	 	 	Pollution Legal Liability Insurance shall be provided
by Grantee for any operation at the site with limits of
not less than $1,000,000 covering all bodily injury and
property damage resulting from Pollution conditions
(including clean up costs). A claims-made policy which
is not renewed or replaced must have an extended




5









 






	 	 	reporting period of two (2) years. The City of Chicago
is to be named as an additional insured on a primary,
non-contributory basis.
	 
	6.	 	Professional Liability Insurance
	 
	 	 	When any architects, engineers, construction managers
or other professional consultants perform work in
connection with this Agreement, Professional Liability
Insurance covering acts, errors, or omissions shall be
maintained with limits of not less than
$1,000,000. Coverage shall include contractual
liability. When policies are renewed or replaced, the
policy retroactive date must coincide with, or precede,
start of work on this Agreement. A claims-made policy
which is not renewed or replaced must have an extended
reporting period of two (2) years.
	 
	7.	 	Self Insurance
	 
	 	 	To the extent permitted by law, Grantee may self insure
for the insurance requirements specified above, it
being expressly understood and agreed that, if the
Grantee does self insure for the above insurance
requirements, the Grantee shall bear all risk of loss
for any loss which would otherwise be covered by
insurance policies, and the self insurance program
shall comply with at least the insurance requirements
as stipulated above.







6









 









	B.	 	Additional Requirements
	 
	 	 	The Grantee will furnish the City of Chicago, Risk Management
Department, DePaul Center, 333 South State Street, Room 400,
60604, original Certificates of Insurance evidencing the
required coverage to be in force on the date of this
Agreement, and Renewal Certificates of Insurance, or such
similar evidence, if the coverages have an expiration or
renewal date occurring during the term of this Agreement.
The Grantee shall submit evidence of insurance on the City of
Chicago Insurance Certificate Form (copy attached) or
equivalent prior to Agreement award. The receipt of any
certificate does not constitute agreement by the City that
the insurance requirements in the Agreement have been fully
met or
that the insurance policies indicated on the certificate are
in compliance with all Agreement requirements. The failure
of the City to obtain certificates or other insurance
evidence from Grantee shall not be deemed to be a waiver by
the City. The Grantee shall advise all insurers of the
Agreement provisions regarding insurance. Non-conforming
insurance shall not relieve Grantee of the obligation to
provide insurance as specified herein. Nonfulfillment of the
insurance conditions may constitute a violation of the
Agreement, and the City retains the right to stop work or
terminate this Agreement until proper evidence of insurance
is provided.






	 	 	The insurance shall provide for 30 days prior
written notice to be given to the City in the event
coverage is substantially changed, canceled, or
non-renewed.




7









 






	 	 	Any and all deductibles or self insured retentions
on referenced insurance coverages shall be borne by
Grantee or Subcontractors.
	 
	 	 	The Grantees agrees that insurers shall waive their
rights of subrogation against the City of Chicago,
its employees, elected officials, agents, or
representatives.
	 
	 	 	The Grantee expressly understands and agrees that
any coverages and limits furnished by Grantee shall
in no way limit the Grantee’s liabilities and
responsibilities specified within the Agreement
documents or by law.
	 
	 	 	The Grantee expressly understands and agrees that
any insurance or self insurance programs maintained
by the City of Chicago shall apply in excess of and
not contribute with insurance provided by the
Grantee under the Agreement.
	 
	 	 	The required insurance shall not be limited by any
limitations expressed in the indemnification
language herein or any limitation placed on the
indemnity therein given as a matter of law.
	 
	 	 	The Grantee shall require all subcontractors to
provide the insurance required herein or Grantee
may provide the coverages for subcontractors. All
subcontractors shall be subject to the same
insurance requirements of Grantee.
	 
	 	 	If Grantee or subcontractor desire additional
coverages, the Grantee and each subcontractor shall
be responsible for the acquisition and cost of such
additional protection.




8









 






	 	 	The City of Chicago Risk Management Department
maintains the right to modify, delete, alter or
change these requirements.”





     Section 4. As of the effective date of this Fourth Amendment, Section 6.10
is deleted in its entirety and Section 6.11 shall be renumbered as Section
6.10.



     Section 5. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Fourth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to the Municipal Code of Chicago (Chapter 2-156). No
payment, gratuity or offer of employment shall be made in connection with this
ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of Chapter 2-156 shall be
voidable as to the City.



     Section 6. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.)


     Section 7. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



9









 





     Section 8. Except as expressly modified in this Fourth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain
unchanged and all affidavits, certificates and representations in the
Current Agreement (including exhibits and attachments) are deemed reaffirmed as
if made as of the date hereof. Except as set forth in this Fourth Amendment,
all defined terms in the Current Agreement are used in the Fourth Amendment
with the same meaning that such terms have in the Current Agreement.



10









 





     IN WITNESS WHEREOF, the City has caused this Fourth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.








	 	 	 	 	 	 	 
	(SEAL)	 	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	TITLE: Commissioner of the
	

	 	 	 	 	 	Department of Environment
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]
	
 

	 	 	 	 	 	
 
	Assistant Corporation Counsel

	 	 	 	 	 	TITLE: Director of the
	

	 	 	 	 	 	Department of Revenue
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	TITLE: Commissioner of the
	OFFICIAL SEAL

	 	 	 	 	 	Department of Transportation
	Sherri Doehler
	 	 	 	 	 	 
	Notary Public, State of Illinois

	 	 	 	 	 	 
	My Commission Expires: 7/13/97
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	UNICOM THERMAL TECHNOLOGIES, INC.
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]
	
 

	 	 	 	 	 	
 
	

	 	 	 	 	 	TITLE: President












11










 





EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact location of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 
	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from Van
Buren Street to Jackson Boulevard. In Franklin
Street from Washington Boulevard to Randolph
Street. In Jackson Boulevard, from Franklin
Street to Dearborn Street. In
LaSalle Street from Washington Boulevard to Van
Buren Street. In Washington Boulevard from
LaSalle Street to approximately 300 feet west
of Franklin Street. In Madison Street from
LaSalle Street to Clark Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend









	*	 	Changes marked to show changes from Amendment Number 3.




12









 










the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not based
on construction conditions shall require City Council authorization.




13









 











EXHIBIT 2











 









 








Law Offices




Daley And George, Ltd.




	 	 	 	 	 
	

	 	Two First National Plaza	 	 
	 
	 	 	 	 
	MICHAEL DALEY

	 	Suite 400
	 	Telephone
	JOHN J. GEORGE

	 	 	 	(312) 726-8797
	DENNIS J. AUKSTIK

	 	20 South Clark Street
	 	Fax
	ROBERT T. OLESZKIEWICZ

	 	 	 	(312) 726-8819
	CAROLYN S. O’GARA

	 	Chicago, Illinois 60603-1903	 	 
	CHRIS A. LEACH
	 	 	 	 
	CATHERINE S. WILSON
	 	 	 	 
	MARK G. VANECKO
	 	 	 	 
	RICHARD A. TOTH
	 	 	 	 







March 12, 1996








BY MESSENGER

Mr. Stan Gent

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603








     In re: Fourth Amendment to Use Agreement



Dear Stan:




     For your records, enclosed please find three (3) certified copies of the
Ordinance approving the Fourth Amendment to Use Agreement. I have asked
Christopher Torem of the Law Department to deliver the execution sets of the
Fourth Amendment to my office at the earliest opportunity.



     Please feel free to contact me if you have any questions or comments.



Sincerely,



John J. George



JJG:tc

Enclosure




 









 








ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling Use Agreement” (the
“Original Agreement”) with Unicom Thermal Technologies (formerly Northwind,
Inc., and referred to herein as “Grantee”), which grants to Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling Use Agreement (the “Third Amendment”, and collectively with the
Original Agreement, the First Amendment and the Second Amendment, the “Current
Agreement”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



 









 





     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System including the Current Distribution Facilities; and



     WHEREAS, Grantee wishes to expand its authority to use Public Ways of the
City for its System by amending Exhibits 1 and 2 to the Current Agreement to
include in the Current Distribution Facilities, a portion of Franklin Street
from Washington Boulevard to Randolph Street, a portion of Madison Street from
LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark
Street to Dearborn Street, as further described and depicted in Exhibit A to
this Ordinance; and



     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2 to
the Current Agreement; now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Fourth
Amendment to the District Cooling System Use Agreement (the “Fourth Amendment”)
substantially in the form attached hereto as Exhibit A, subject to such changes
as such officials shall approve, their signature being conclusive evidence of
their acceptance of such changes. Such officials may also negotiate in the
Fourth Amendment such



2









 





changes to the insurance terms and conditions set forth in Section 6 of
the Current Agreement as shall be deemed desireable by the City’s Risk Manager.




     SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



3









 





EXHIBIT A




     This Fourth Amendment to District Cooling System Use Agreement (the
“Fourth Amendment”), dated as of    , 1996 (the “Effective Date”)
by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known
as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and







     WHEREAS, the Original Agreement has been amended pursuant to a First
Amendment to District Cooling System Use Agreement dated as of June 1, 1995
(the “First Amendment”), a Second Amendment to District Cooling System Use
Agreement dated as of July 15, 1995 (the “Second Amendment”) and a Third
Amendment to District Cooling System Use Agreement dated as of February 1, 1996
(the “Third Amendment”, and collectively with the Original Agreement, the First
Amendment and the Second Amendment, the “Current
Agreement”); and







     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



 









 





     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities (Exhibit 1
and 2 to the Current Agreement are collectively referred to as the “Current
Exhibits”); and



     WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of Franklin Street
from Washington Boulevard to Randolph Street, a portion of Madison Street from
LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark
Street to Dearborn Street, as described in Exhibits 1 and 2 attached to this
Fourth Amendment (the “New Exhibits”); and



     WHEREAS, the City Council of the City on    , 1996 approved
execution of a Fourth Amendment to the Original Agreement in substantially the
form of this Fourth Amendment, including the New Exhibits; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Fourth Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Fourth Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits.



     Section 3. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Fourth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be



2









 





granted hereunder except as may be permitted in writing by the Board of
Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156).
No payment, gratuity or offer of employment shall be made in connection with
this ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of Chapter 2-156 shall be
voidable as to the City.








     Section 4. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.)







     Section 5. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 6. Except as expressly modified in this Fourth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Fourth Amendment, all defined terms in the Current Agreement are used in
the Fourth Amendment with the same meaning that such terms have in the Current
Agreement.



3









 





     IN WITNESS WHEREOF, the City has caused this Fourth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:
	 	


	

	 	 	 	TITLE: Commissioner of the
	

	 	 	 	Department of Environment
	 
	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 
	 
	 	 	 	 
	
Assistant Corporation Counsel

	 	By:
	 	


	 
	 	 	 	TITLE: Director of the
	

	 	 	 	Department of Revenue
	 
	 	 	 	 
	

	 	By:
	 	


	

	 	 	 	TITLE: Commissioner of the
	

	 	 	 	Department of Transportation
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	


	 	By:
	 	


	

	 	 	 	TITLE: President







4









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 
	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from Van
Buren Street to Jackson Boulevard. In Franklin
Street from Washington Boulevard to Randolph
Street. In Jackson Boulevard, from Franklin
Street to Dearborn Street. In
LaSalle Street from Washington Boulevard to Van
Buren Street. In Washington Boulevard from
LaSalle Street to approximately 300 feet west
of Franklin Street. In Madison Street from
LaSalle Street to Clark Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend









	*	 	Changes marked to show changes from Amendment Number 3.




 









 










the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not based
on construction conditions shall require City Council authorization.




2









 







 EXHIBIT 2







 









 




Document No. 0 96253



PASSED by the City Council of the City of

Chicago and deposited in the office of the

City Clerk of said City


MAR 6, 1996








	 	 	 	 	 	 	 	 	 
	 	 	  /s/     James J. Laski	 	 
	 	 	
	 	  
	City Clerk	 	City of Chicago







	 	 	 	 	 	 
	APPROVED

	 	APPROVED	 	 	 
	 
	 	 	 	 	 
	  /s/  Susan
S. Shu

	 	  /s/  Richard
M. Daley	 	 	 
	
	 	

	CORPORATION COUNSEL

	 	 	 	 	Mayor
	 
	 	 	 	 	 
	

	 	


	, 	19	 













 









 






	 	 	 	 	 	 	 
	STATE OF ILLINOIS,

	 	 	)	 	 	 
	

	 	 	)	 	 	ss.
	      County of Cook.

	 	 	)	 	 	 







     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook
and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a
true and correct copy of that certain ordinance now on file in my office
concerning authorization for execution of fourth amendment to District Cooling
System Use Agreement with Unicom Thermal Technologies (formerly Northwind,
Incorporated).



     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the sixth (6th) day of March,
A.D. 19   
and deposited in my office on the sixth (6th) day of March, A.D. 1996.



     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result
of said vote so taken was as follows, to wit: Yeas 49, Nays None.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without delay, by the City Clerk of the said City of Chicago and that the said
Mayor did approve and sign the said ordinance on the sixth (6th) day of March,
A.D. 1996.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.



	 	 	 	 	 
	[L.S.]

	 	IN
	 	WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of the City of Chicago aforesaid, at the said City, in the County and
State aforesaid, this eighth (8th) day of March, A.D. 1996







	 	 	 
	 	 	
   /s/  James J. Laski



James J. Laski, City Clerk








 









 





     This Fifth Amendment to District Cooling System Use Agreement (the “Fifth
Amendment”), dated as of October 1, 1996 (the “Effective Date”) by and between
the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and UNICOM
THERMAL TECHNOLOGIES INC., an Illinois corporation, formerly known as NORTHWIND
INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which
is 100% owned by Unicom Corporation.



WITNESSETH:








     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October l, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and










     WHEREAS, the Original Agreement has been amended pursuant to a First
Amendment to District Cooling System Use Agreement dated as of June 1, 1995
(the “First Amendment”), a Second Amendment to District Cooling System Use
Agreement dated as of July 15, 1995 (the “Second Amendment”), a Third Amendment
to District Cooling System Use Agreement dated as of February l, 1996 (the
“Third Amendment”), and a Fourth Amendment to District Cooling System Use
Agreement dated as of April 1, 1996 (the “Fourth Amendment”, and collectively
with the Original Agreement, the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment, the “Current Agreement”); and







     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



1









 





     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities (Exhibit 1
and 2 to the Current Agreement are collectively referred to as the “Current
Exhibits”); and



     WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of LaSalle Street from
Washington Boulevard to Lake Street as described in Exhibits 1 and 2 attached
to this Fifth Amendment (the “New Exhibits”); and



     WHEREAS, the City Council of the City on April 16, 1996 approved execution
of a Fifth Amendment to the Original Agreement in substantially the form of
this Fifth Amendment, including the New Exhibits; and



     WHEREAS, the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section l. The above recitals are expressly incorporated herein and made
a part of this Fifth Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Fifth Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits; provided,
however, that no encroachment on, or interference with, access to underground
facilities owned or controlled by the City (including but not limited to
installation of facilities within a radius of 10 feet of an entrance to the
Chicago Freight Tunnels or the Chicago Trolley Tunnels) or third parties, shall
be deemed authorized or permitted by this Fifth Amendment nor, from and after
June 1, 1996, authorized or permitted by the Current Agreement (except for
Grantee’s facilities authorized by



2









 







the Third Amendment and actually installed with proper City permit prior
to June 1, 1996) Any portion of Grantee’s System which now or in the future
violates the preceding sentence shall be removed promptly as required by the
City’s Commissioner of Environment or by its Commissioner of Transportation or
Grantee shall be deemed in material breach of the Current Agreement, as amended
by this Fifth Amendment. Any use of the Chicago Freight Tunnels or the Chicago
Trolley Tunnel continues to require separate prior authorization from City
Council.



     Section 3. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Fifth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to the Municipal Code of Chicago (Chapter 2-156). No
payment, gratuity or offer of employment shall be made in connection with this
ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of Chapter 2-156 shall be
voidable as to the City.



     Section 4. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition), as amended,
and under the Illinois Municipal Code, 65 ILCS 5/l-1 et seq., (1994 State Bar
Edition).



     Section 5. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois.



3









 





     Grantee has provided the City with the Disclosure of Ownership Interest
Affidavit for the Grantee.



     Section 6. Except as expressly modified in this Fifth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Fifth Amendment, all defined terms in the Current Agreement are used in
the Fifth Amendment with the same meaning that such terms have in the Current
Agreement.



4









 





     IN WITNESS WHEREOF, the City has caused this Fifth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and scaled the same on or as of the day and year first
written.









	 	 	 	 	 	 	 	 	 
	(SEAL)	 	 	 	CITY OF CHICAGO
	

	 	 	 	 	 	 	 	 
	By:

	 	/s/ James J.
Laski
	 	 	 	By:	 	/s/
[Illegible]

	

	 	TITLE: City Clerk
	 	 	 	 	 	TITLE: Commissioner of the
Department of Environment
	 
	 	 	 	 	 	 	 	 
	Reviewed as to form and legality:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Susan S. Shu
Corporation Counsel	 	 	 	By:	 	/s/
[Illegible]
TITLE: Director of the
Department of Revenue
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 	/s/
[Illegible]
TITLE: Commissioner of the
Department of Transportation
	

	 	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	UNICOM	 	THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 	/s/
[Illegible]

	
 	 	 	 	TITLE:	 	President
	 
	 	 	 	 	 	 	 	 
	
 	 	 	 	 	 	 
	OFFICIAL SEAL
	 	 	 	 	 	 
	MAMIE TAKAGI
	 	 	 	 	 	 
	Notary Public. State of Illinois’
	 	 	 	 	 	 
	My Commission Expires 6/6/2000
	 	 	 	 	 	 
	
 	 	 	 	 	 	 











5









 






EXHIBIT I




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact location of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or
less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Madison Street. In
Adams Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to Franklin Street.
In Franklin Street, from Van Buren Street to Jackson
Boulevard. In Franklin Street, from Washington Boulevard to
Randolph Street. In Jackson Boulevard, from Franklin Street
to Dearborn Street. In LaSalle Street, from Lake Street to
Van Buren Street. In Washington Boulevard, from LaSalle
Street to approximately 300 feet west of Franklin Street. In
Madison Street, from LaSalle Street to Clark Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.











	*	 	Changes marked to show changes from Amendment Number 4.




6









 










EXHIBIT 2




Amendment 5










7










 





[LETTERHEAD OF DALEY & GEORGE]




	 	 	 
	

	 	April 18, 1996







Mr. Richard Ryall

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



                    In re: Fifth Amendment to Use Agreement



Dear Rick:



                    Enclosed please find one (1) certified copy and two (2) non-certified
copies of the Ordinance adopted on April 16, 1996 approving the execution of
the Fifth Amendment.



                    Please feel free to contact me if you have any questions or comments.



	 	 	 
	

	 	Sincerely,
	

	 	 
	

	 	John J. George







JJG:tc

Enclosure



8









 





ORDINANCE




                    WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling Use Agreement” (the
“Original Agreement”) with Unicom Thermal Technologies (formerly Northwind,
Inc., and referred to herein as “Grantee”), which grants to Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



                    WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994, and



                    WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”), and



                    WHEREAS, the First Amendment is dated as of June 1, 1995, and



                    WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



                    WHEREAS, the Second Amendment is dated as of July 15, 1995; and



                    WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling Use Agreement” (the “Third Amendment”); and



                    WHEREAS, the Third Amendment is dated as of February 1, 1996, and



                    WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System



9









 







Use Agreement” (the “Fourth Amendment”, and collectively with
the Original Agreement, the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment the “Current Agreement”); and



                    WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



                    WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



                    WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System including the Current Distribution Facilities; and



                    WHEREAS, Grantee wishes to expand its authority to use Public Ways of the
City for its System by amending Exhibits 1 and 2 to the Current Agreement to
include in the Current Distribution Facilities, a portion of LaSalle Street
from Washington Boulevard to Lake Street as further described and depicted in
Exhibit A to this Ordinance, and



                    WHEREAS, the City does not object to such amendment of Exhibits 1 and 2 to
the Current Agreement, now, therefore,



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



                    SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



                    SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Fifth
Amendment to the District Cooling System Use
Agreement (the “Fifth Amendment”) substantially in the form attached
hereto as Exhibit A,



10









 







subject to such changes as such officials shall approve,
their signature being conclusive evidence of their acceptance of such changes.



                    SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



                    SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



11









 





EXHIBIT A




                    This Fifth Amendment to District Cooling System Use Agreement (the “Fifth
Amendment”), dated as of
                    , 1996 (the “Effective Date”) by and
between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES. INC., an Illinois corporation, formerly known
as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom
Enterprise which is 100% owned by Unicom Corporation.



WITNESSETH:




                    WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994 (the
“Original Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



                    WHEREAS, the Original Agreement has been amended pursuant to a First
Amendment to District Cooling System Use Agreement dated as of June 1, 1995
(the “First Amendment”), a Second Amendment to District Cooling System Use
Agreement dated as of July 15, 1995 (the “Second Amendment”), a Third Amendment
to District Cooling System Use Agreement dated as of February 1, 1996 (the
“Third Amendment”), and a Fourth Amendment to District Cooling System Use
Agreement dated as of April 1, 1996 (the “Fourth Amendment”, and collectively
with the Original Agreement, the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment, the “Current Agreement”); and



12









 





                    WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



                    WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities (Exhibit 1
and 2 to the Current Agreement are collectively referred to as the “Current
Exhibits”); and



                    WHEREAS, Grantee desires to amend the Current Exhibits to include in the
Current Distribution Facilities for its System a portion of LaSalle Street from
Washington Boulevard to Lake Street as described in Exhibits 1 and 2 attached
to this Fifth Amendment (the “New Exhibits”); and



                    WHEREAS,
the City Council of the City on
                      , 1996 approved
execution of a Fifth Amendment to the Original Agreement in substantially the
form of this Fifth Amendment, including the New Exhibits, and



                    WHEREAS, the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below,



                    NOW, THEREFORE,



                    It is agreed by the parties hereto as follows:



                    Section 1. The above recitals are expressly incorporated herein and made
a part of this Fifth Amendment by reference as though fully set forth therein.



                    Section 2. As of the Effective Date of this Fifth Amendment, the Current
Exhibits are deemed superseded and replaced by the New Exhibits.



                    Section 3. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this



13









 







Fifth Amendment or any contract or subcontract resulting therefrom or in
the privileges to be granted hereunder except as may be permitted in writing by
the Board of Ethics established pursuant to the Municipal Code of Chicago
(Chapter 2-156). No payment, gratuity or offer of employment shall be made in
connection with this ordinance by or on behalf of any contractors to the
Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
Chapter 2-156 shall be voidable as to the City.



                    Section 4. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the
Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.)



                    Section 5. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



                    Section 6. Except as expressly modified in this Fifth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Fifth Amendment, all defined terms in the Current Agreement are used in
the Fifth Amendment with the same meaning that such terms have in the Current
Agreement.



14









 





                    IN WITNESS WHEREOF, the City has caused this Fifth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 
	(SEAL)

	 	CITY OF CHICAGO
	 

	 	 
	

	 	By:
	 

	 	 
	

	 	     TITLE: Commissioner of the
	 

	 	 
	

	 	     Department of Environment
	 

	 	 
	Reviewed as to form and legality:

	 	 
	 

	 	 
	


	 	By:
	 

	 	 
	Assistant Corporation Counsel

	 	     Title: Director of the
	 

	 	 
	

	 	     Department of Revenue
	 

	 	 
	

	 	By:
	 

	 	 
	

	 	     TITLE: Commissioner of the
	 

	 	 
	

	 	     Department of Transportation
	 

	 	 
	 

	 	 
	ATTEST:

	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 

	 	 
	


	 	By:
	 

	 	 
	

	 	     TITLE: President








15










 





EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact location of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East
Adams Street
	 

	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Madison Street. In Adams
Street from LaSalle Street to Michigan Avenue.
	 

	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W.
Congress Parkway
	 

	 	 
	Distribution Piping:*

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street, from Van
Buren Street to Jackson Boulevard. In Franklin
Street, from Washington Boulevard to Randolph
Street. In Jackson Boulevard, from Franklin
Street to Dearborn Street. In LaSalle Street,
from Lake Street to Van Buren Street. In
Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street.
In Madison Street, from LaSalle Street to
Clark Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes



16









 







in construction conditions. All amendments requiring changes in location
not based on construction conditions shall require City Council authorization.











	*	 	Changes marked to show changes from Amendment Number 4.





17









 





     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom
Enterprises, Inc.



     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom
Corporation.



     Unicom Corporation is a New York Stock Exchange traded public company.



18









 





EXHIBIT 2







19









 






     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom
Enterprises, Inc.



     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom
Corporation.



     Unicom Corporation is a New York Stock Exchange traded public company.



20









 





DISCLOSURE OF OWNERSHIP INTEREST



Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Thermal Technologies, Inc.
	
	 	
 	 	 
	Grantee/ Proposer Address:

	 	30 West Monroe, Suite 500
	
	 	
 	 	 
	

	 	Chicago, Illinois 60603
	
	 	
 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a :	 	(x)	 	Corporation;	 	(  )	 	Sole Proprietor;	 	(  )	 	Partnership;
	

	 	(Check One)
	 	(  )
	 	Not-for Profit Corporation
	 	(  )
	 	Joint Venturer*;
	 	(  )
	 	Other;






*Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.




SECTION 1 — FOR PROFIT CORPORATIONS






	a.	 	Incorporated in the State of            Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES þ NO o
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation
(or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	

	 	Chairman of the
Board
	 	
	 	President

	Mr. James J. O’Connor


	 	
Director/Officer

	 	Mr. Don Petkus

	 	
Director/ Officer

	Mr. Samuel Skinner


	 	Director

	 	Mr. William Downey

	 	Director

	Mr. Robert Manning


	 	Director

	 	Mr. John Bukovski

	 	Director

	Mr. Leo Mullin


	 	Director/Officer

	 	Mr. David Scholz

	 	Officer

	

	 	 	 	Mr. Dennis O’Brien

	 	Officer










	d.	 	If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each






	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 






21









 








DISCLOSURE OF OWNERSHIP INTEREST






	e.	 	The corporation is owned partially or completely by one or more other corporations: YES þ NO o





     If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.





	f.	 	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders
owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage
interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 	 	 	 	 
	
 	 	
 	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS



N/A



     If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:



	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	

	 	 	%	 
	
 

	 	 	
 	 
	

	 	 	%	 
	
 

	 	 	
 	 
	

	 	 	%	 
	
 

	 	 	
 	 
	

	 	 	%	 
	
 

	 	 	
 	 
	

	 	 	%	 
	
 

	 	 	
 	 
	

	 	 	%	 
	
 

	 	 	
 	 







22









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III — SOLE PROPRIETORSHIPS




N/A





	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





     YES o NO o If NO, complete items b and c of this Section III.





	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)




















	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:






















SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES


If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary:



















23









 





DISCLOSURE OF OWNERSHIP INTERESTS


SECTION V — NOT FOR PROFIT CORPORATIONS


N/A




	a.	 	Incorporated in
the State of                                                                        

	 
	b.	 	Authorized to do business in the State of Illinois: YES o NO o
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):






	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	)	 	 
	

	 	

	 	)SS
	 	 
	COUNTY OF

	 	Cook
	 	)	 	 
	

	 	
 	 	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.




	 	 	 
	/s/ David A. Scholz

(Signature of Persons Making Statement)
	 
	David A Scholz

Name of Person Making Statement (Print or Type)

 

Secretary

Title







	 	 	 
	“OFFICIAL SEAL”

Sherri Doehler

Notary Public, State of Illinois

My Commission Expires 7/13/97
	 	 






Subscribed to before me this 12th day of April, A.D., 1996



	 	 	 
	/s/ Sherri Doehler

(Notary Public Signature)







24









 






DISCLOSURE OF OWNERSHIP INTEREST




     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.



	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Enterprises, Inc.
	

	 	
 	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn, 37th Floor
	

	 	
 	 	 
	

	 	Chicago, Illinois 60690-0767
	

	 	
 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a :	 	(x)	 	Corporation;	 	(  )	 	Sole Proprietor;	 	(  )	 	Partnership;
	

	 	(Check One)
	 	(  )
	 	Not-for Profit Corporation
	 	(  )
	 	Joint Venturer*;
	 	(  )
	 	Other;







     *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.



SECTION 1 — FOR PROFIT CORPORATIONS






	a.	 	Incorporated in the State of            Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES þ NO o
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation





(or Attach List):



	 	 	 	 	 	 	 
	Name (Print or Type)
	 	Title (Print or Type)
	 	Name (Print or Type)
	 	Title (Print or Type)

	Mr. James J. O’Connor


	 	Director/ Officer

	 	Mr. John C. Bukovski

	 	Director

	Mr. Samuel K. Skinner


	 	Director/Officer

	 	Mr. William H. Downey

	 	Director

	Mr. Leo F. Mullin


	 	Director/Officer

	 	Mr. David Scholz

	 	Officer

	Mr. Robert J. Manning


	 	Director

	 	Mr. Dennis O’Brien

	 	Officer










	d.	 	If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	%
	
 

	 	
 
	 	
 





25









 








DISCLOSURE OF OWNERSHIP INTEREST






	e.	 	The corporation is owned partially or completely by one or more other corporations: YES þ NO o





If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.






	f.	 	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders
owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage
interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 	 	 	 	 
	
 

	 	
 	 	
 	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS



If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 






26









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III — SOLE PROPRIETORSHIPS




N/A





	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





     YES o NO o If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)






















	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:




















SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES



If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary:


















27









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V — NOT FOR PROFIT CORPORATIONS




N/A





	


	a.	 	Incorporated in the State
of                    
                                    
	


	 
	b.	 	Authorized to do business in the State of Illinois: YES o NO o
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	)	 	 
	

	 	

	 	)SS
	 	 
	COUNTY OF

	 	Cook
	 	)	 	 
	

	 	
 	 	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.




	 	 	 
	/s/ David A. Scholz

(Signature of Persons Making Statement)
	 
	David A Scholz

Name of Person Making Statement (Print or Type)
	 
	Secretary

Title







	 	 	 
	“OFFICIAL SEAL”

Sherri Doehler

Notary Public, State of Illinois

My Commission Expires 7/13/97
	 	 







Subscribed to before me this 12th day of April, A.D., 1996



	 	 	 
	/s/ Sherri Doehler

(Notary Public Signature)








28










 





DISCLOSURE OF OWNERSHIP INTEREST




     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with, “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.



	 	 	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Corporation
	 	 
	

	 	
 	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn	 	 
	

	 	
 	 	 
	

	 	Chicago, Illinois 60690-0767	 	 
	

	 	
 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a :	 	(x)	 	Corporation;	 	(  )	 	Sole Proprietor;	 	(  )	 	Partnership;
	

	 	(Check One)
	 	(  )
	 	Not-for Profit Corporation
	 	(  )
	 	Joint Venturer*;
	 	(  )
	 	Other;







     *Each Joint Venture Partner must submit a completed Disclosure of Ownership
Interest.



SECTION 1 — FOR PROFIT CORPORATIONS




	 	 	 	 	 	 	 
	a.

	 	Incorporated in the State of
	 	Illinois
	 	 
	

	 	 	 	
 	 	 









	b.	 	Authorized to do business in the State of Illinois: YES x NO o







	c.	 	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation
(or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	See Attached

	 	Directors	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	See Attached

	 	Officers	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 









	d.	 	If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	

	 	 	 	%
	
 

	 	
 
	 	
 
	

	 	 	 	 %
	
 

	 	
 
	 	
 
	

	 	 	 	 %
	
 

	 	
 
	 	
 
	

	 	 	 	 %
	
 

	 	
 
	 	
 







29









 





DISCLOSURE OF OWNERSHIP INTEREST






	e.	 	The corporation is owned partially or completely by one or more other corporations: YES o NO o





See Below





	 	 	If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.







	f.	 	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders
owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest
of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	All share holders are below 10% as per May 24, 1995 Proxy	 	 	 	 
	
 	 	
 	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS




N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 
	

	 	%
	
 

	 	
 







30









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III — SOLE PROPRIETORSHIPS




N/A






	a.	 	The grantee/proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





       YES o NO o If NO, complete items b and c of this Section III.





	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)






























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:






























SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES



N/A


If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary:
























31









 





DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V — NOT FOR PROFIT CORPORATIONS




N/A



	 	 	 
	a.

	 	Incorporated in the State of
	 
	 	 
	b.

	 	Authorized to do business in the State of Illinois: YES o NO o
	 
	 	 
	c.

	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):







	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	)	 	 	 	 
	

	 	

	 	)SS
	 	 
	COUNTY OF

	 	Cook
	 	)	 	 	 	 
	

	 	
 	 	 	 	 	 	 







     This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.



/s/ David A. Scholz




(Signature of Persons Making Statement)




David A Scholz







Name of Person Making Statement (Print or Type)




Secretary




Title




	 	 	 
	“OFFICIAL
SEAL”

Sherri Doehler

Notary Public,
State of Illinois

My Commission Expires 7/13/97

	 	 







Subscribed to before me this 12th day of April, A.D., 1996



/s/ Sherri Doehler







(Notary Public Signature)




32









 





Disclosure of Ownership Interests

Attachment



     The following list will provide the names of the Directors of Unicom
Corporation:



Jean Allard

Edward A. Brennan

James Compton

Sue Gin

Donald Jacobs

Edgar D. Jannotta

George Johnson

Edward Mason

Leo Mullin

James J. O’Connor

Frank Olson

Samuel Skinner



The following list represents the current Officers:



James J. O’Connor

Samuel Skinner

Donald Petkus

John Bukovski

Roger Kovack

Dennis O’Brien

David Scholz

John T. Costello

Leo Mullin













 





	 	 	 	 	 
	Document No.

	 	0 963590
	 	 
	

	 	
 	 	 







PASSED by the City Council of the City of

Chicago and deposited in the office of the

City Clerk of said City.

APR 16 1996









City Clerk            City of Chicago




	 	 	 	 	 
	APPROVED:

	 	 	 	APPROVED:
	

	 	 
	 	Richard M. Daley
	

	 	 	 	
 
	CORPORATION

COUNSEL

	 	 	 	MAYOR




















 















	 	 	 	 	 
	STATE OF ILLINOIS,

	 	}      

	 	 
	County of Cook.

	 	} ss.	 	 







     I,
            James J. Laski,             City Clerk of the City of Chicago in the County of
Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing
is a true and correct copy of that certain ordinance now on file in my
office concerning ordinance authorizing the fifth amendment to the District
Cooling agreement between .the City and Unicom Thermal Technologies,
Inc.



     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of said City of Chicago on the sixteenth (16th) day
of April, A.D. 1996.



     I DO FURTHER CERTIFY that the vote on the question of the passage of
the said ordinance by the said City Council was taken by yeas and nays and
recorded in the Journal of the Proceedings of the said City Council, am that
the result or said vole so oven was as follows, to wit: Yeas.-47, Nays
None_.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor
of the said City of Chicago after the passage thereof by the said City
Council, without delay, by the City Clerk of the said City of Chicago, and
that the said Mayor did approve and sign the said ordinance on the sixteenth
(16th) day of April, A.D. 1996.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a
true copy, is entrusted to my care for safe keeping, and that I am the
lawful keeper of the same.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the City of Chicago aforesaid, the at the said City,
in the County and State aforesaid, this seventeenth (17th) day of
April, A.D. 1996.


	 	 	 	 	 
	 	 	 
	 	     /s/ James J. Laski
 	 
	 	James J. Laski, City Clerk 	 
	 	 	 
	 





1










 





[Daley and George, Ltd. Letterhead]




                               January 27, 1997




BY MESSENGER



Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603




     In re:      Sixth Amendment to District Cooling System Use Agreement



Dear Don:




     I am returning herewith the duly executed Sixth Amendment to District
Cooling System Use Agreement. This is an important document and should be
retained in your permanent records.



     Please feel free to contact me if you have any questions or comments.



     Continued Best Wishes.



Sincerely,



John J. George



JJG:tc

Enclosure
	cc:	 	Stan Gent

Rick Ryall




 









 











     This Sixth Amendment to District Cooling System Use Agreement (the “First
Amendment”), dated as of November 7, 1996 (the “Effective Date”) by and between
the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and UNICOM
THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”) and a
wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom
Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” for the Grantee’s System and the Grantee’s “First
Plant” and “Second Plant” (as those terms are defined in the Current
Agreement); and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the current distribution facilities (“Current
Distribution Facilities”); and



     WHEREAS, the Grantee has obtained approval from the City to construct a
district cooling facility on private property located in the Blue Cross Blue

Shield Building at the northeast corner of Randolph Street and Columbus Drive
(the “Third Plant”) be connected with the System; and



     WHEREAS, Grantee desires to interconnect the Third Plant with the System;
and



     WHEREAS, Grantee also desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances in
the City’s public ways to be



 









 





located on a portion of Columbus Drive, from Randolph Street to South
Water Street; a portion of South Water Street, from Columbus Drive to Garland
Court; a portion of Garland Court, from South Water Street to Lake Street; and
a portion of Lake Street, from Garland Court to LaSalle Street as further
described and depicted in Exhibit A to this Agreement (the “Additional
Distribution Facilities”) which shall be interconnected with the Third Plant;
and



     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits l and 2
attached to this Sixth Amendment (the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on October 30, 1996 approved
execution of a Sixth Amendment to the Current Agreement in substantially the
form of this Sixth Amendment, including the Amended Exhibits; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Sixth Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Sixth Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits.



     Section 3. As of the Effective Date of this Sixth Amendment, pursuant to
Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement
is hereby amended in its entirety to read as follows:



2









 





     “Section 5.1 General Compensation.




Grantee agrees to pay the City as General Compensation during each
Compensation Year for the use of the Public Ways throughout the duration
of this Agreement (subject to the City’s rights of adjustment set forth
in Section 2.3 hereof) a sum equal to the General Compensation as set
forth below. The General Compensation during the Compensation Year
ending December 31, 1995 shall be the greater of $50,000 or two percent
(2%) of Grantee’s Total Gross Billings. The General Compensation during
the Compensation Year ending December 31, 1996 shall be the greater of
$140,000 or two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending December 31,
1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross
Billings (including for 1997 and all future Compensation Years amounts
generated by the Third Plant). For the 1998 Compensation Year (subject
to adjustments made pursuant to Section 7.1.2), the General Compensation
fees shall be the greater of $320,000, or 2% of Total Gross Billings
(subject to adjustments made pursuant to Section 7.1.2). For each
Compensation Year beginning with the 1999 Compensation Year the General
Compensation fee shall be two percent (2%) of Total Gross Billings; but
in no case shall the General Compensation for any Compensation Year
beginning with 1999 be less $320,000 (subject to adjustment pursuant to
Section 7.1.2 hereof), adjusted for the rate of inflation during the
preceding Compensation Year pursuant to the Consumer Price Index for
Urban Affairs. All rates of compensation set forth in this paragraph are
subject to the City’s right of adjustment set forth in Section 2.3
hereof, as applicable.”



     Section 4. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is



3









 







employed by Grantee or has a personal financial or economic interest
directly or indirectly in this Agreement or any contract or subcontract
resulting therefrom or in the privileges to be granted hereunder except as may
be permitted in writing by the Board of Ethics established pursuant to the
Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity
or offer of employment shall be made in connection with this ordinance by or on
behalf of any contractors to the Grantee or higher tier subcontractors or
anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of said Chapter 2-156 shall be voidable as
to the City.



     Section 5. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 6. It shall be the duty of Grantee, all contractors, and all
officers, directors, agents, partners, and employees of Grantee to cooperate
with the Inspector General in any investigation or hearing undertaken pursuant
to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the
provision and require understanding and compliance herewith.






     Section 7. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.







4









 





     Section 8. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Except as expressly modified in this Sixth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Sixth Amendment, all defined terms in the Agreement are used in the Sixth
Amendment with the same meaning that such terms have in the Current Agreement.



5









 





     IN WITNESS WHEREOF, the City has caused this Sixth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.








	 	 	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 	 	 	 	 	 	 
	By:

	 	/s/ James J. Laski	 	By:	 	 	 	/s/ [ILLEGIBLE]
	 	 	
 	 	 	 	
 
	

	 	TITLE: City Clerk
	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	 	 	Department of Environment
	 	 	 	 	 	 	 
	Reviewed as to form and legality:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	

	 	/s/ [ILLEGIBLE]	 	By:	 	 	 	/s/ [ILLEGIBLE]
	
 	 	 	 	
 
	Assistant Corporation Counsel	 	 	 	TITLE:	 	Director of the
	

	 	 	 	 	 	 	 	Department of Revenue
	 	 	 	 	 	 	 
	

	 	 	 	By:	 	 	 	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	
 
	

	 	 	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	 	 	Department of Transportation
	 	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 	 	 	 	 	 	 
	

	 	/s/ Mamie Takagi	 	By:	 	 	 	/s/ [ILLEGIBLE]
	
 	
 	
 	 	 	 	
 
	

	 	 	 	 	 	TITLE:
	 	President











6









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle
Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street
to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson
Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van
Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of
Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street,
from Garland Court to LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend



 









 







the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not
based on construction conditions shall require City Council authorization.




2









 











3









 








[LETTERHEAD]





November 7, 1996



BY MESSENGER

Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



	 	 	 
	In re:

	 	Sixth Amendment to District
	

	 	Cooling System Use Agreement







Dear Don:




            Enclosed please find two (2) certified copies of the Ordinance passed by
the City Council on October 30, 1996 authorizing the execution of the Sixth
Amendment to District Cooling System Use Agreement. I have requested that the
Department of Law forward execution copies to my office.



            Please call if you should have any questions.




Sincerely,




John J. George



	 	 	 
	JJG: tc
	Enclosure
	cc:

	 	Stan Gent
	

	 	Rick Ryall







 









 






	 	 	 	 	 	 	 
	STATE OF ILLINOIS,

	 	 	)	 	 	 
	

	 	 	)	 	 	SS.
	COUNTY OF COOK.

	 	 	)	 	 	 






I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and
State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true
and correct copy of that certain ordinance authorizaing for execution of Sixth
Amendment to District Cooling System Use Agreement with Unicom Thermal
Technologies (formerly Northwind Incorporated; which ordinance was passed by
the City Council of the City of Chicago at the regular meeting held on the
thirtieth (30th) day of October, A.D. 1996.



I DO FURTHER CERTIFY that the original, of which the foregoing is a true and
correct copy, is on file in my office and that I am the lawful custodian of the
same.




	 	 	 	 	 	 	 
	

	 	 	 	WITNESS MY HAND and the corporate	 	 
	 	 	seal of the said City of Chicago this first (1st)
	 	 	day of November, A.D. 1996.
	 
	 	 	 	 	 	 
	 	 	

	 	 	JAMES J. LASKI, City Clerk







 









 






ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling Use Agreement” (the
“Original Agreement”) with Unicom Thermal Technologies (formerly Northwind,
Inc., and referred to herein as “Grantee”), which grants to Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



 









 





     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on April 16, 1996, the City Council adopted an ordinance
authorizing the City to enter into a “Fifth Amendment to District Cooling Use
Agreement” (the “Fifth Amendment”, and collectively with the Original Agreement
all prior Amendments described above, the “Current Agreement”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System including the Current Distribution Facilities; and



     WHEREAS, the Grantee has obtained approval from the City to construct a
district cooling facility on private property located in the Blue Cross Blue
Shield Building at the northeast corner of Randolph Street and Columbus Drive
(the “Third Plant”); and



     WHEREAS, Grantee desires to interconnect the Third Plant with the System;
and



     WHEREAS, Grantee also desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances in
the City’s public ways to be located on a portion of Columbus Drive, from
Randolph Street to South Water Street; a portion of South Water Street, from
Columbus Drive to Garland Court; a portion of Garland Court, from South Water
Street to Lake Street; and a portion of Lake Street, from Garland Court to
LaSalle Street as further described and depicted in Exhibit A to this Ordinance
(the “Additional Distribution Facilities”) which shall be interconnected with
the Third Plant; and



2









 





     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Exhibit A to this Ordinance;
and



     WHEREAS, pursuant to Section 7.1.2 of the Current Agreement, Grantee’s
minimum fees set forth in Section 5 of the Current Agreement shall be increased
proportionate to the maximum capacity of the Third Plant once it is
interconnected with the System.



     WHEREAS, the City and Grantee now desire to amend the Current Agreement to
reflect changes to Exhibits 1 and 2 to the Current Agreement and make certain
other changes set forth to Exhibit A; now, therefore,



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



     SECTION l: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Sixth
Amendment to the District Cooling System Use Agreement (the “Sixth Amendment”)
substantially in the form attached hereto as Exhibit A, subject to such changes
as such officials shall approve, their signature being conclusive evidence of
their acceptance of such changes. Such officials may also negotiate in the
Sixth Amendment such additional environmental terms and conditions as shall be
deemed desirable by the Commissioner of the City’s Department of the
Environment.



     SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



3









 





     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



4









 





EXHIBIT A




     This Sixth Amendment to District Cooling System Use Agreement (the “First
Amendment”), dated as of         
         , 1996 (the “Effective Date”) by and
between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”)
and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” for the Grantee’s System and the Grantee’s “First
Plant” and “Second Plant” (as those terms are defined in the Current
Agreement); and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the current distribution facilities (“Current
Distribution Facilities”); and



     WHEREAS, the Grantee has obtained approval from the City to construct a
district cooling facility on private property located in the Blue Cross Blue
Shield Building at the northeast corner of Randolph Street and Columbus Drive
(the “Third Plant”) be connected with the System; and



     WHEREAS, Grantee desires to interconnect the Third Plant with the System;
and



 









 





     WHEREAS, Grantee also desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances in
the City’s public ways to be located on a portion of Columbus Drive, from
Randolph Street to South Water Street; a portion of South Water Street, from
Columbus Drive to Garland Court; a portion of Garland Court, from South Water
Street to Lake Street; and a portion of Lake Street, from Garland Court to
LaSalle Street as further described and depicted in Exhibit A to this Agreement
(the “Additional Distribution Facilities”) which shall be interconnected with
the Third Plant; and



     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Sixth Amendment (the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on                                       , 1996 approved
execution of a Sixth Amendment to the Current Agreement in substantially the
form of this Sixth Amendment, including the Amended Exhibits; and



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below:



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Sixth Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Sixth Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits.



2









 





     Section 3. As of the Effective Date of this Sixth Amendment, pursuant to
Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement
is hereby amended in its entirety to read as follows:



     “Section 5.1 General Compensation.




Grantee agrees to pay the City as General Compensation during each
Compensation Year for the use of the Public Ways throughout the duration
of this Agreement (subject to the City’s rights of adjustment set forth
in Section 2.3 hereof) a sum equal to the General Compensation as set
forth below. The General Compensation during the Compensation Year
ending December 31, 1995 shall be the greater of $50,000 or two percent
(2%) of Grantee’s Total Gross Billings. The General Compensation during
the Compensation Year ending December 31, 1996 shall be the greater of
$140,000 or two percent (2%) of Grantees Total Gross Billings. The
General Compensation during the Compensation Year ending December 31,
1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross
Billings (including for 1997 and all future Compensation Years amounts
generated by the Third Plant). For the 1998 Compensation Year (subject
to adjustments made pursuant to Section 7.1.2), the General Compensation
fees shall be the greater of $320,000, or 2% of Total Gross Billings
(subject to adjustments made pursuant to Section 7.1.2). For each
Compensation Year beginning with the 1999 Compensation Year the General
Compensation fee shall be two percent (2%) of Total Gross Billings; but
in no case shall the General Compensation for any Compensation Year
beginning with 1999 be less $320,000 (subject to adjustment pursuant to
Section 7.1.2 hereof), adjusted for the rate of inflation during the
preceding Compensation Year pursuant to the Consumer Price



3









 






Index for Urban Affairs. All rates of compensation set forth in this
paragraph are subject to the City’s right of adjustment set forth in
Section 2.3 hereof, as applicable.”



     Section 4. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Agreement or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No
payment, gratuity or offer of employment shall be made in connection with this
ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of said Chapter 2-156 shall
be voidable as to the City.



     Section 5. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-1l (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 6. It shall be the duty of Grantee, all contractors, and all
officers, directors, agents, partners, and employees of Grantee to cooperate
with the Inspector General in any investigation or hearing undertaken pursuant
to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the
provision and require understanding and compliance herewith.



4









 





     Section 7. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 8. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Except as expressly modified in this Sixth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Sixth Amendment, all defined terms in the Agreement are used in the Sixth
Amendment with the same meaning that such terms have in the Current Agreement.



5









 





     IN WITNESS WHEREOF, the City has caused this Sixth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Environment
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	Assistant Corporation Counsel

	 	 	 	TITLE:
	 	Director of the
	

	 	 	 	 	 	Department of Revenue
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Transportation
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	

	 	 	 	TITLE:
	 	President







6









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle
Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street
to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson
Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van
Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of
Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street,
from Garland Court to LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend



 









 




the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not
based on construction conditions shall require City Council authorization.




2









 














3









 













 









 








DISCLOSURE OF OWNERSHIP INTEREST



Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Thermal Technologies, Inc.
	 
	 	 
	Grantee/ Proposer Address:

	 	30 West Monroe, Suite 500
	

	 	Chicago, Illinois 60603







	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a:	 	(x)Corporation;	 	(   )Sole Proprietor;	 	(  ) Partnership;
	

	 	(Check One)
	 	(  )Not-forProfit Corporation
	 	(  )Joint Venturer*;
	 	(  ) Other;







       *Each Joint Venture Partner must submit a completed Disclosure of
Ownership Interest.



SECTION I – FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
	 
	c.	 	Name of all Officers of corporation (or Attach List):
   Names of all
Directors of Corporation (or Attach List)





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 

	 	Chairman of the Board
	 	 
	 	President
	Mr. James J. O’Connor

	 	Director/ Officer
	 	Mr. Don Petkus	 	Director/ Officer
	 
	 	 	 	 	 	 
	Mr. Samuel Skinner

	 	Director
	 	Mr. William Downey
	 	Director
	 
	 	 	 	 	 	 
	Mr. Robert Manning

	 	Director
	 	Mr. John Bukovski
	 	Director
	 
	 	 	 	 	 	 
	Mr. Leo Mullin

	 	Director/Officer
	 	Mr. David Scholz
	 	Officer
	 
	 	 	 	 	 	 
	

	 	 	 	Mr. Dennis O’Brien
	 	Officer








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES ( x ) NO (  )





          If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II – PARTNERSHIPS





N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III – SOLE PROPRIETORSHIPS





N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





          YES (  )      NO (  )      If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address
of such person or entity possessing such control and the relationship
under which such control is being or may be exercised





























SECTION IV – LAND
TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES



If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.




























 









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V – NOT FOR PROFIT CORPORATIONS





N/A




	a.	 	Incorporated in the State of	
	 
	 
	b.	 	Authorized to do business in the State of Illinois: YES (  )      NO (  )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.









(Signature of Persons Making Statement)




David A. Scholz





Name of Person Making Statement (Print or Type)




Corporate Secretary








Title



Subscribed to before me this 24 day of September A.D., 1996









(Notary Public Signature)




 









 








DISCLOSURE OF OWNERSHIP INTEREST



Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Corporation
	 
	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a:	 	(x)Corporation;	 	(  )Sole Proprietor;	 	(  ) Partnership;
	

	 	(Check One)
	 	(  )Not-for Profit Corporation
	 	(  )Joint Venturer*;
	 	(  ) Other;







       *Each Joint Venture Partner must submit a completed Disclosure of
Ownership Interest.



SECTION I – FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List)





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	See Attached

	 	Directors
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	See Attached

	 	Officers
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES (  ) NO (  )






See Below



          If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	All share holders
are below 10% as
	 	 	 	 	 	 
	per May 22, 1996
Proxy.

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II – PARTNERSHIPS





N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III – SOLE PROPRIETORSHIPS





N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





          YES (  )      NO (  )      If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised





























SECTION IV – LAND TRUSTS, BUSINESS TRUSTS, ESTATES OTHER ENTITIES





N/A


If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.






























 









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V – NOT FOR PROFIT CORPORATIONS





N/A




	a.	 	Incorporated in the State of	
	 
	 
	b.	 	Authorized to do business in the State of Illinois: YES (  )      NO (  )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.









(Signature of Persons Making Statement)




David A. Scholz








Name of Person Making Statement (Print or Type)




Corporate Secretary








Title



Subscribed to before me this 24 day of September A.D., 1996









(Notary Public Signature)




 









 








Disclosure of Ownership Interests



Attachment



The following list will provide the names of the Directors of Unicom
Corporation:




Jean Allard

Edward A. Brennan

James Compton

Sue Gin

Donald Jacobs

Edgar D. Jannotta

George Johnson

Edward Mason

Leo Mullin

James J. O’Connor

Frank Olson

Samuel Skinner


The following list represents the current Officers:




James J. O’Connor

Samuel Skinner

Donald Petkus

John Bukovski

Roger Kovack

Dennis O’Brien

David Scholz

John T. Costello

Leo Mullin



 









 





DISCLOSURE OF OWNERSHIP INTEREST



Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Enterprises, Inc.
	 
	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn, 37th Floor
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 	 	 
	Grantee/ Proposer is a:	 	(x)Corporation;	 	(  )Sole Proprietor;	 	(  ) Partnership;
	

	 	(Check One)
	 	(  )Not-for Profit Corporation
	 	(  )Joint Venturer*;
	 	(  ) Other;







       *Each Joint Venture Partner must submit a completed Disclosure of
Ownership Interest.



SECTION I – FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List)





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	Mr. James J. O’Connor

	 	Director/Officer
	 	Mr. John C. Bukovski
	 	Director
	 
	 	 	 	 	 	 
	Mr. Samuel K. Skinner

	 	Director/Officer
	 	Mr. William H. Downey
	 	Director
	 
	 	 	 	 	 	 
	Mr. Leo F. Mullin

	 	Director/Officer
	 	Mr. David A. Scholz
	 	Officer
	 
	 	 	 	 	 	 
	Mr. Robert J. Manning

	 	Director
	 	Mr. Dennis O’Brien
	 	Officer








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %
	 
	 	 	 	 
	                                      

	 	                                      
	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES ( x ) NO (  )





          If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      
	 
	 	 	 	 	 	 
	                                      

	 	                                      
	 	                                      
	 	                                      






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II – PARTNERSHIPS



If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %
	 
	 	 
	                                                         

	 	                   %







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III – SOLE PROPRIETORSHIPS





N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





          YES (  )      NO (  )      If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised





























SECTION IV – LAND TRUSTS, BUSINESS TRUSTS, ESTATES OTHER ENTITIES



If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.






























 









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V – NOT FOR PROFIT CORPORATIONS





N/A




	a.	 	Incorporated in the State
of

	 
	b.	 	Authorized to do business in the State of Illinois: YES (  )      NO (  )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois


	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook


	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.









(Signature of Persons Making Statement)




David A. Scholz








Name of Person Making Statement (Print or Type)




Corporate Secretary








Title



Subscribed to before me this 24 day of September A.D., 1996









(Notary Public Signature)




 









 








     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom
Enterprises, Inc.



     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom
Corporation.



     Unicom Corporation is a New York Stock Exchange traded public company.




 










 








[Insert Daley and George Letterhead]




February 26, 1997



BY MESSENGER

Mr. Richard Ryall

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



	 	 	 
	In re:

	 	Seventh Amendment to District
	

	 	Cooling System Use Agreement







Dear Rick:




     Enclosed please find a fully executed copy of the Seventh Amendment.



     I have been informed by the Corporation Counsel that the City of Chicago
will require compliance with Chapter 10 — 20 of the Municipal Code (enclosed).



     Please feel free to contact me if you have any questions or comments.



Sincerely,



John J. George



JJG: tc

Enclosure




 










 





     This Seventh Amendment to District Cooling System Use Agreement (the
“Seventh Amendment”), dated as of January 15, 1997 (the “Effective Date”) by
and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”)
and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” for the Grantee’s System (as such term is defined in
the Current Agreement); and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the current distribution facilities (“Current
Distribution Facilities”); and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances
(“Additional Distribution Facilities”) (I) in the City’s public ways to be
located on a portion of West Carroll Avenue, from the westerly right of way
line of Wells Street to Clark Street, the intersection of Clark Street/Carroll
Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the
City’s public ways to be located on a portion of LaSalle Street from West
Carroll Avenue to



1









 





approximately 50 feet north of West Carroll Avenue; (iii) in the City’s
public way to be located in LaSalle Street from Van Buren Street to
approximately 75 feet north of Lake Street; and (iv) in City property to be
located on a portion of the former underground trolley tunnel known as the
LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake
Street to approximately 50 feet north of West Carroll Avenue; and




     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Seventh Amendment (the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on December 11, 1996 approved
execution of a Seventh Amendment to the Current Agreement in substantially the
form of this Seventh Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the Current Agreement needs to be amended to reflect the
inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional
Distributions Facilities; and



     WHEREAS, the parties also wish to modify the insurance provisions of the
Current Agreement in accordance with the provisions of the Ordinance.



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



NOW, THEREFORE,




     It is agreed by the parties hereto as follows:



2









 





     Section 1. The above recitals are expressly incorporated herein and made a
part of this Seventh Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Seventh Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits.



     Section 3. As of the Effective Date of this Seventh Amendment, the
following definition is added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):



     “LaSalle Street Trolley Tunnel” shall mean the former street trolley
tunnel located under portions of LaSalle Street located from Randolph Street to
Hubbard Street, including crossing under the Chicago River, as shown on Exhibit
3.



     Section 4. As of the Effective Date of this Seventh Amendment, the
definition of “Public Ways” in the Current Amendment is hereby amended to read
as follows:




     “Public Ways” shall mean the surface, the air space above the
surface and the area below the surface of any right-of-way and public
street and any highway, lane, path, alley, sidewalk, boulevard, drive,
bridge, park, parkway, waterway or other public right-of-way including
public utility easements or rights-of-way in which the city has
jurisdiction, and any temporary or permanent fixtures or improvements
located thereon now or hereafter held by the City in which the City holds
rights sufficient, without consent of any other party, to permit Grantee
to use thereof for the purpose of installing or maintaining Grantee’s
District Cooling Facilities. The term “Public Ways” shall be deemed not
to include Chicago Freight Tunnels or the LaSalle Street Trolley Tunnel
or any other tunnels except as specifically referred to herein.



3









 





     Section 5. As of the Effective Date of this Seventh Amendment, the
provisions of Section 6.1 of the Current Agreement beginning with subparagraph
(A) through the remainder of said Section shall be replaced in its entirety to
read as follows:




	 	 	“(A) Insurance To Be Provided






	1.	 	Workers Compensation and Employers
Liability Insurance
	 
	 	 	Workers Compensation and Employers Liability Insurance,
as prescribed by applicable law covering all employees
who are to provide a service under this Agreement and
Employers Liability coverage with limits of not less
than $500,000 each accident or illness.
	 
	2.	 	Commercial General Liability Insurance (Primary and Umbrella)
	 
	 	 	Commercial General Liability Insurance or equivalent with limits of not
less than $10,000,000 per occurrence, for bodily injury,
personal injury, and property damage liability.
Coverages shall include the following: All premises and
operations, products/completed operations (for a minimum
of two (2) years following project completion),
explosion, collapse, underground, independent
contractors, separation of insureds, defense, and
contractual liability (with no limitation endorsement).
The City of Chicago is to be named as an additional
insured on a primary, non-contributory basis for any
liability arising directly or indirectly from the work.




4









 






	3.	 	Railroad Protective Liability
Insurance
	 
	 	 	When any work is to be done adjacent to railroad or
transit property, Grantee shall provide, with respect
to the operations that Grantee or subcontractors
perform, Railroad Protective Liability Insurance in the
name of the railroad or transit entity. The policy
shall have limits of not less than $2,000,000 per
occurrence, combined single limit, and $6,000,000 in
the aggregate for losses arising out of injuries to or
death of all persons, and for damage to or destruction
of property, including the loss of use thereof.
	 
	4.	 	Automobile Liability Insurance
(Primary and Umbrella)
	 
	 	 	When any motor vehicles (owned, non-owned and hired)
are used in connection with work to be performed, the
Grantee shall provide Automobile Liability Insurance
with limits of not less than $2,000,000 per occurrence,
for bodily injury and property damage.
	 
	5.	 	Pollution Legal Liability Insurance
	 
	 	 	Pollution Legal Liability Insurance shall be provided
by Grantee for any operation at the site with limits of
not less than $1,000,000 covering all bodily injury and
property damage resulting from Pollution conditions
(including clean up costs). A claims-made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years. The City of Chicago
is to be named as an additional insured on a primary,
non-contributory basis.




5









 






	6.	 	Contractors Pollution Liability
	 
	 	 	When any construction or related work is performed
which may cause a pollution exposure, Contractors
Pollution Liability shall be provided with limits of
not less than $1,000,000 insuring bodily injury,
property damage, and environmental cleanup costs. When
policies are renewed or replaced, the policy
retroactive date must coincide with, or precede, start
of work on the Agreement. A claims made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years. The City of Chicago
shall be named as an additional insured on a primary
non-contributory basis.
	 
	7.	 	Professional Liability Insurance
	 
	 	 	When any architects, engineers, construction managers
or other professional consultants perform work in
connection with this Agreement, Professional Liability
Insurance covering acts, errors, or omissions shall be
maintained with limits of not less than $1,000,000.
Coverage shall include contractual liability. When
policies are renewed or replaced, the policy
retroactive date must coincide with, or precede, start
of work on this Agreement. A claims-made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years.




6









 






	8.	 	Self Insurance
	 
	 	 	To the extend permitted by law, Grantee may self insure
for the insurance requirements specified above, it
being expressly understood and agreed that, if the
Grantee does self insure for the above insurance
requirements, the Grantee shall bear all risk of loss
for any loss which would otherwise be covered by
insurance policies, and the self insurance program
shall comply with at least the insurance requirements
as stipulated above.






	(B)	 	Additional Requirements
	 
	 	 	The Grantee will furnish the City of Chicago, Risk Management
Department, DePaul Center, 333 South State Street, Room 400,
60604, original Certificates of Insurance evidencing the
required coverage to be in force on the date of this
Agreement, and Renewal Certificates of Insurance, or such
similar evidence, if the coverages have an expiration or
renewal date occurring during the term of this Agreement.
The Grantee shall submit evidence of insurance on the City of
Chicago Insurance Certificate Form (copy attached) or
equivalent prior to Agreement award. The receipt of any
certificate does not constitute agreement by the City hat the
insurance requirements in the Agreement have been fully met
or that the insurance policies indicated on the certificate
are in compliance with all Agreement requirements. The
failure of the City to obtain certificates or other insurance
evidence from Grantee shall not be deemed to be a waiver by
the City. The Grantee shall advise all insurers of the
Agreement




7









 






	 	 	provisions regarding insurance. Non-conforming insurance
shall not relieve Grantee of the obligation to provide
insurance as specified herein. Nonfulfillment of the
insurance conditions may constitute a violation of the
Agreement, and the City retains the right to stop work or
terminate this Agreement until property evidence of insurance
is provided.
	 
	 	 	The insurance shall provide for 60 days prior written notice
to be given to the City in the event coverage is
substantially changed, canceled, or non-renewed.
	 
	 	 	Any and all deductibles or self insured retentions on
referenced insurance coverages shall be borne by Grantee.
	 
	 	 	The Grantee agrees that insurers shall waive their rights of
subrogation against the City of Chicago, its employees,
elected officials, agents, or representatives.
	 
	 	 	The Grantee expressly understands and agrees that any
coverages and limits furnished by Grantee shall in no way
limit the Grantee’s liabilities and responsibilities
specified within the Agreement documents or by law.
	 
	 	 	The Grantee expressly understands and agrees that any
insurance or self insurance programs maintained by the City
of Chicago shall apply in excess of and not contribute with
insurance provided by the Grantee under the Agreement.




8









 






	 	 	The required insurance shall not be limited by any
limitations expressed in the indemnification language herein
or any limitation placed on the indemnity therein given as a
matter of law.
	 
	 	 	The Grantee shall require all subcontractors to provide the
insurance required herein or Grantee may provide the
coverages for subcontractors. All subcontractors shall be
subject to the same insurance requirements of Grantee.
	 
	 	 	If Grantee or subcontractor desire additional coverages, the
Grantee and each subcontractor shall be responsible for the
acquisition and cost of such additional protection.
	 
	 	 	The City of Chicago Risk Management Department maintains the
right to modify, delete, alter or change these requirements.”





     Section 6. As of the Effective Date of this Seventh Amendment, the Title
to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels”
to “Chicago Freight Tunnels and the LaSalle Street Trolley Tunnel.”



     Section 7. As of the Effective Date of this Seventh Amendment, a new
Section 9.2 is added to the Current Agreement which reads in its entirety as
follows:




     “Section 9.2




	(A)	 	LaSalle Street Trolley Tunnel. It is
acknowledged that the LaSalle Street Trolley Tunnel is
City-owned property and is a unique environment. Grantee
desires to use portions of the LaSalle Street Trolley Tunnel
to




9









 






	 	 	install Distribution Facilities. Nevertheless, for purposes
of this Agreement, to the extent any portions of the LaSalle
Street Trolley Tunnel are included as Additional Distribution
Facilities pursuant to this Agreement, all provisions of the
Agreement relating to the Public Ways shall be applied to the
LaSalle Street Trolley Tunnel. Space in the LaSalle Street
Trolley Tunnel may in the future become a scarce resource.
In order to preserve the availability of the LaSalle Street
Trolley Tunnel for future grantees and permittees, the
Grantee may be required to restrict the size or sizes or be
limited in the approved location of the conduit or facilities
the Grantee constructs or installs therein in accordance with
permits issued by the Department of Transportation. The City
reserves the right to impose additional fees specifically for
the use of the LaSalle Street Trolley Tunnel not otherwise
described in this Agreement based on the dimensions and
nature of Grantee’s facilities, so long as such fees will be
applied in a nondiscriminatory and reasonable fashion to
other similar users.
	 
	(B)	 	Tunnel Agreement Required. Prior to the issuance
of permits, Grantee shall enter into such additional
agreements with the City as may be required by the Department
of Transportation regarding construction, installation,
maintenance, inspection, insurance and other related aspects
of use of the LaSalle Street Trolley Tunnel encompassing one
of the Authorized Routes. Any disputes relating to use of the
LaSalle Street Trolley Tunnel with present or future users of
the LaSalle Street Trolley




10









 






	 	 	Tunnel shall be resolved to the satisfactory of Commissioner
of the Department of Environment, the Commissioner of the
Department of Transportation and other concerned City
departments.
	 
	(C)	 	No City Obligation. The City will not be
obligated to pay any amounts to Grantee for any cost of
preparation, maintenance or improvement to the LaSalle Street
Trolley Tunnel and Grantee expressly waives any right to any
such contributions. Any use of the LaSalle Street Trolley
Tunnel shall be solely at Grantee’s risk and the City shall
not he liable in any way therefore.
	 
	(D)	 	Maintenance. Grantee further agrees to maintain
in conjunction with other users those portions of the LaSalle
Street Trolley Tunnel through which Grantee’s system is placed
or operates, or which is affected directly or indirectly by
such operations, and will keep such portions free of hazards
to the satisfaction of the City and will keep such portions of
the Trolley Tunnel passable for purposes of inspection by City
personnel or its designated agents. Grantee shall provide
reasonable cooperation to the City, its designated agents and
other users of the LaSalle Street Trolley Tunnel for
installation, construction, inspection and maintenance and
shall not interfere with such activities. The privilege
granted herein shall be maintained and used in accordance with
this Agreement, any other tunnel agreement to which Grantee is
a party, and any restrictions on the use of the LaSalle Street
Trolley Tunnel established by the Commissioner of the




11









 






	 	 	Department of Transportation and the Commissioner of the
Department of Environment.”





     Section 8. As of the Effective Date of this Seventh Amendment, pursuant to
Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement
is hereby amended in its entirety to read as follows:



     “Section 5.1 General Compensation.




	(A)	 	Grantee agrees to pay the City as General
Compensation during each Compensation Year for the use of the
Public Ways throughout the duration of this Agreement (subject
to the City’s rights of adjustment set forth in Section 2.3
hereof) a sum equal to the General Compensation as set forth
below. The General Compensation during the Compensation Year
ending December 31, 1995 shall be the greater of $50,000 or
two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending
December 31, 1996 shall be the greater of $140,000 or two
percent (2%) of Grantee’s Total Gross Billings. The General
Compensation during the Compensation Year ending December 31,
1997 shall be the greater of $320,000 or 2% of Grantee’s Total
Gross Billings (including for 1997 and all future Compensation
Years amounts generated by the Third Plant). For the 1998
Compensation Year (subject to adjustments made pursuant to
Section 7.1.2), the General Compensation fees shall be the
greater of $320,000, or 2% of Total Gross Billings (subject to
adjustments made pursuant to Section 7.1.2). For each
Compensation Year beginning with the 1999




12









 






	 	 	Compensation Year the General Compensation fee shall be two
percent (2%) of Total Gross Billings; but in no case shall
the General Compensation for any Compensation Year beginning
with 1999 be less $320,000 (subject to adjustment pursuant to
Section 7.1.2 hereof), adjusted for the rate of inflation
during the preceding Compensation Year pursuant to the
Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the
City’s right of adjustment set forth in Section 2.3 hereof,
as applicable.”
	 
	(B)	 	In addition to clause (A), Grantee shall pay a
surcharge for use of the portion of the LaSalle Street Trolley
Tunnel authorized by the City to be used for Additional
Distribution Facilities sufficient for cost recovery by the
City of pro rata costs of inspecting, maintaining, improving
and operating the LaSalle Street Tunnel, such surcharge to be
determined in a nondiscriminatory and reasonable fashion among
similar users by the Commissioner of the Department of
Transportation and the Commissioner of the Department of the
Environment. Such surcharge rate or rates shall be published
by said departments on an annual basis and provided to Grantee
and other users of the LaSalle Street Trolley Tunnel on an
annual basis. It is estimated that the initial surcharge for
Grantee for use of the LaSalle Street Tunnel for its
Additional Distribution Facilities as set forth herein in 1997
shall be $30,000 and shall be paid prior to the issuance of
any permits for work in the LaSalle Street Trolley Tunnel. In
subsequent years, such surcharge shall be paid within thirty
(30) days after notice of




13









 






	 	 	the amount thereof has been furnished to Grantee by the City;
provided that in the absence of any such notice by January 30
of any Compensation Year, Grantee shall pay the amount equal
to that paid for the preceding Compensation Year on or before
February 15 of such Compensation Year, subject to retroactive
adjustment based on actual notice of such surcharge amount
for such Compensation Year.





     Section 9. Pursuant to Section 2 of the Ordinance, Section 15.10 in the
Current Agreement is designated as subsection “(A)” “In General” and new
subsections (B) through (G) are added to Section 15.10 of the Current Agreement
to read in their entirety as follows:




	(B) 	 	Environmental Permits.






        1. Grantee must keep current throughout the term of this
Agreement, all waste hauling, Special Waste hauling, disposal
permits and insurance certificates required by Federal, state, City
or other local governmental body or agency pursuant to any
Environmental Law, and at the request of the City’s Commissioner of
the Department of Environment, show evidence thereof.




        2. When requested by the City’s Commissioner of the Department
of the Environment, the Contractor shall submit copies of all
hauling permits required by any Environmental Law. Copies of all
permits that require periodic renewal must be forwarded to such
Commissioner throughout the duration of this Agreement.
Non-compliance with this requirement may be cause termination of
this Agreement.



14









 






   3. Environmental Records and Reports: Grantee shall be
required to prepare and maintain proper, accurate and complete
records of accounts of all transactions related to its operation in
the Public Ways, including, but not limited to, the following:




	a.	 	Vehicle maintenance records
	 
	b.	 	Safety and accident reports
	 
	c.	 	IEPA or OSHA manifests
	 
	d.	 	Disposal records, including disposal site used, date, truck
number and disposal weight.
	 
	e.	 	Permit documentation and all other documentation and
transactions pertaining to all Environmental Laws.






	(C) 	 	Disposal of Materials, Construction Debris, Soil
and Waste.






   1. Grantee shall be responsible for the proper disposal of all
materials, construction debris, soil and other waste. Hauling and
disposal by a Contractor or subcontractor does not relieve the
Grantee from responsibility for proper disposal. Disposal of all
materials, construction debris, soil, and other wastes shall be at
a disposal site that is properly licensed and permitted to accept
the particular materials, construction debris, soil and other
wastes delivered to it in accordance with all Environmental Laws.
Failure to identify disposal site(s) for materials, construction
debris, soil and other wastes or to submit such information when
requested by the City’s Commissioner of the Department of the
Environment may be cause to terminate the Agreement.



15









 






   2. At the request of the City’s Commissioner of the Department
of the Environment, the Grantee shall provide said Commissioner or
his/her designated representative with copies of all load tickets,
manifests, bills of lading, scale tickets and other pertinent
documents. When requested by said Commissioner, Grantee shall
provide copies of all permits and/or licenses for the proposed
transfer station and/or landfill. In the event that the transfer
station and/or landfill proposed for use by the Grantee does not
possess the necessary permits and/or licenses to accept the
materials, construction debris, soil or other wastes, Grantee will
replace the transfer station and/or landfill. If the Grantee
disposes of materials, construction debris, soil or other wastes at
a site which is not properly permitted, the Grantee shall be
responsible for all costs associated with the removal of the waste
to a properly licensed/permitted landfill or disposal site.




   3. The Grantee shall accept full responsibility for compliance
with all Environmental Laws.




   4. The Grantee shall notify the City’s Commissioner of he
Department of the Environment within 24 hours of receipt of any
environmental complaints, fines, citations, violations or notices
of violation (“Claim”) by any governmental body or regulatory
agency against the Grantee by any third party relating to the
loading, hauling or disposal of materials, construction debris,
soil or other wastes in connection with its District Cooling
System. The Grantee will provide evidence to the Commissioner that
any such Claim has been addressed to the satisfaction of the issuer
or initiator of any such Claim.



16









 






         5. Grantee shall provide the City with reasonable prior
written notice of any community meetings, media involvement or
media coverage related to the loading, hauling or disposal of
materials, construction debris, soil and other wastes related to
its District Cooling System in which Grantee is asked to
participate.




         6. Non-compliance with these terms and conditions may be used
by the City as grounds for termination of this Agreement.




	(D)	 	Equipment and Environmental Control During
Transport. Grantee shall haul materials, construction debris,
soil and other wastes in vehicles and/or containers complying
with all applicable Environmental Laws. All equipment used to
transfer materials, construction debris, soil and other wastes
shall be designed to prevent spillage during the hauling
operation. Grantee’s equipment shall fully comply with all
City, state and federal regulations, laws and ordinances
pertaining to size, load weight, safety and any Environmental
Laws.”
	 
	(E)	 	Indemnification. Grantee acknowledges that 6.11
of this Agreement applies to any violation of Environmental
Laws by Grantee or its contractors.
	 
	(F)	 	Environmental Controls. Contractor shall comply
with all Environmental Laws with respect to the elimination of
excessive noise and pollution of air and water due to its
construction and other operations. Grantee shall minimize the
noise of heavy construction equipment and control the dust,




17









 






	 	 	smoke and fumes from construction equipment and other
operations in work sites and in city streets and properties,
in accordance with ordinances of the City and orders of City
departments. Grantee shall not discharge oily, greasy
chemical, hazardous or toxic wastes into waterways and City
sewers.
	 
	(G)	 	Hazardous Materials






     (a) In the event that Grantee while working within the Authorized
Routes encounters asbestos or toxic or hazardous materials not caused by
or introduced by Grantee or its Contractor or subcontractor, Contractor
shall, before disturbing such materials, immediately notify the
Commissioner of the Department of the Environment of the location and
apparent location thereof, and as to whether it is feasible to re-route
wiring or other work so as to avoid such materials. If such re-routing
is feasible Grantee shall do so at no cost to the City. To the extent
that Grantee exacerbates any existing environmental condition. Grantee
shall be liable for any additional cost of abatement so caused by
Grantee’s activities.




     (b) If such re-routing or avoidance is not feasible in the judgment
of said Commissioner, and such material must be disturbed or relocated to
complete such work, then Grantee shall perform or cause one or more of
its Contractors or subcontractors (including, if necessary, a new,
specialized subcontractor then retained with the consent and approval of
the City for such purpose) to perform such abatement, containment,
treatment or removal and disposal of such materials as may be required by
law, subject to the provisions of paragraph (C) of this Section.



18









 






     (c) In the undertaking of such abatement, treatment, containment,
removal or disposition, Grantee, or such person employed by Grantee:




	(i)	 	shall notify said Commissioner at least 72 hours
prior to the start of removal and disposal of any hazardous
materials;
	 
	(ii)	 	shall be certified as a hazardous materials
removal firm by the Environmental Protection Agency and all
state or local agencies;
	 
	(iii)	 	shall carry such insurance coverage as may be
required by the City’s Department of Risk Management naming
the City as an additional insured; and
	 
	(iv)	 	shall provide such indemnification and
documentation as required by said Commissioner.






     (d) Notwithstanding the foregoing, the City may elect to undertake
all or any part of such abatement, treatment, containment, removal and
disposal directly or through one or more specialized contractors which it
may elect to retain for such purpose prior to any abatement by Grantee.”



     Section 10. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Agreement or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No
payment, gratuity or offer of employment shall be made in connection with this
ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for



19









 





the award of contracts, subcontracts or orders. Any agreement entered
into, negotiated or performed in violation of any of the provisions of said
Chapter 2-156 shall be voidable as to the City.




     Section 11. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILKS 5/33E-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/I-1 et seq. (1994 State Bar Edition.



     Section 12. It shall be the duty of Grantee, all contractors, and all
officers, directors, agents, partners, and employees of Grantee to cooperate
with the Inspector General in any investigation or hearing undertaken pursuant
to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the
provision and require understanding and compliance herewith.



     Section 13. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 14. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 15. Except as expressly modified in this Seventh Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain



20









 





unchanged and all affidavits, certificates and representations in the
Current Agreement (including exhibits and attachments) are deemed reaffirmed as
if made as of the date hereof. Except as set forth in this Seventh Amendment,
all defined terns in the Agreement are used in the Seventh Amendment with the
same meaning that such terms have in the Current Agreement.




     IN WITNESS WHEREOF, the City has caused this Seventh Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	/s/ James J. Laski


	 	 	 	/s/ [ILLEGIBLE]



	

	 	TITLE: City Clerk
	 	 	 	TITLE:
	 	Commissioner of the	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Department of Environment	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reviewed as to form and legality:	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]


	 	 	 	/s/ [ILLEGIBLE]



	Assistant Corporation Counsel	 	 	 	TITLE:	 	Director of the	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Department of Revenue	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ [ILLEGIBLE]



	

	 	 	 	 	 	TITLE:
	 	Commissioner of the	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Department of Transportation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	/s/ Mamie Takagi


	 	 	 	/s/ [ILLEGIBLE]



	

	 	 	 	 	 	TITLE:
	 	President	 	 	 	 	 	 











21









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or
less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Madison Street. In
Adams Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress
Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street.
In Franklin Street from Van Buren Street to Jackson
Boulevard. In Franklin Street from Washington Boulevard to
Randolph Street. In Jackson Boulevard, from Franklin
Street to Dearborn Street. In LaSalle Street, from
approximately 75 feet north of Lake Street to Van Buren
Street. In Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street. In Madison
Street, from LaSalle Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue. In
West Carroll Avenue, from the westerly right of way line of
Wells Street to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. In LaSalle Street from West Carroll Avenue
to approximately 50 feet north of West Carroll Avenue.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in
the Blue Cross Blue Shield Building)







1









 






	 	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water
Street. In South Water Street, from Columbus Drive to
Garland Court. In Garland Court, from South Water Street
to Lake Street. In Lake Street, from Garland Court to
LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



2









 





EXHIBIT 2









 









 








EXHIBIT 3










 









 








THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY
COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.




MUNICIPAL CODE OF CHICAGO
– CHAPTER 10-20




	 	 	 	 	 
	Section Number:
	 	Page Number:

	 
	ARTICLE I. OPENINGS, CONSTRUCTION AND REPAIR IN PUBLIC WAYS.
	 	 	3	 
	 
	10-20-100 License
	 	 	3	 
	10-20-105 License application
	 	 	3	 
	10-20-110 License renewal
	 	 	4	 
	10-20-115 Insurance required for license
	 	 	4	 
	10-20-120 Letter of credit required for license
	 	 	4	 
	10-20-125 Letter of credit-Conditions for draw
	 	 	4	 
	10-20-130 License suspension
	 	 	6	 
	10-20-135 License revocation
	 	 	6	 
	10-20-140 Suspension or revocation-procedure and scope
	 	 	6	 
	10-20-145 License violations—Penalty
	 	 	6	 
	10-20-150 Permit-Fees-Issuance
	 	 	7	 
	10-20-155 Pavement restoration
	 	 	8	 
	10-20-160 Tearing up public ways
	 	 	9	 
	10-20-165 Definitions
	 	 	9	 
	 
	ARTICLE II. UNDERGROUND TRANSMITTING DEVICES
	 	 	10	 
	 
	10-20-200 Tunneling-Permit
	 	 	10	 
	10-20-205 Underground work in streets to be improved
	 	 	10	 
	10-20-210 Construction of conduit system
	 	 	11	 
	10-20-215 Plans for conduit system
	 	 	11	 
	10-20-220 Materials and cost of conduit system
	 	 	12	 
	10-20-225 Violation-Penalty
	 	 	12	 
	 
	ARTICLE III. PRIVATE PAVING
	 	 	12	 
	 
	10-20-300 Board of Local Improvements authorization
	 	 	12	 
	10-20-305 Notice
	 	 	12	 
	 
	ARTICLE IV. DRIVEWAYS
	 	 	12	 
	 
	10-20-400 Supervision
	 	 	12	 
	10-20-405 Use of public way permit required
	 	 	12	 
	10-20-410 Insurance required
	 	 	13	 
	10-20-415 Application-Insurance-Notice-Appeal
	 	 	13	 
	10-20-420 Permit classes and fees
	 	 	14	 
	10-20-425 Plans and specifications
	 	 	15	 
	10-20-430 Commercial driveway permits
	 	 	15	 
	10-20-435 Alley access to parking structure permitted when
	 	 	15	 
	10-20-440 Construction
	 	 	15	 







 









 






THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY
COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.




	 	 	 	 	 
	Section Number:
	 	Page Number:

	10-20-445 Permits-Revocation
	 	 	16	 
	10-20-450 Violation-Penalty
	 	 	16	 
	 
	ARTICLE V. STREET CURBS AND SIDEWALKS
	 	 	16	 
	 
	10-20-500 Curb alignment
	 	 	16	 
	10-20-505 Construction specifications
	 	 	16	 
	10-20-510 Nonstandard surface material
	 	 	17	 
	10-20-515 Nameplates
	 	 	17	 
	10-20-520 Sidewalk line
	 	 	17	 
	10-20-525 Curbing
	 	 	18	 
	10-20-530 Width of sidewalk
	 	 	18	 
	10-20-535 Level of sidewalk
	 	 	18	 
	10-20-540 Grade
	 	 	18	 
	10-20-545 Sidewalk ramps
	 	 	19	 
	10-20-550 Slope
	 	 	19	 
	10-20-555 Violation-Penalty
	 	 	19	 
	 
	ARTICLE VI. BARRICADES
	 	 	19	 
	 
	10-20-600 Barricade for new pavement
	 	 	19	 
	10-20-605 Barricade of street openings and obstructions
	 	 	20	 
	10-20-610 Warning lights
	 	 	20	 
	10-20-615 Liability for damages
	 	 	20	 
	 
	ARTICLE VII. VIADUCTS
	 	 	20	 
	 
	10-20-700 Definition
	 	 	20	 
	10-20-705 License and permit required
	 	 	20	 
	10-20-710 Specifications and plans
	 	 	21	 
	10-20-715 Violation-Penalty
	 	 	21	 
	 
	ARTICLE VIII. MISCELLANEOUS
	 	 	21	 
	 
	10-20-800 Violation-Penalty
	 	 	21	 
	10-20-805 Enforcement of provisions
	 	 	21	 
	10-20-810 Authority to cite
	 	 	21	 
	10-20-815 License and permit not exclusive
	 	 	21	 
	10-20-820 Permittee responsible for agent
	 	 	21	 
	 
	AMENDMENTS TO CONFORM OTHER PROVISIONS TO ORDINANCE
	 	 	22	 
	 
	13-32-090 Driveway permit requirements
	 	 	22	 
	13-40-130 Tanks for flammable liquids
	 	 	22	 







 









 






THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY
COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.




ARTICLE I. OPENINGS, CONSTRUCTION AND REPAIR IN PUBLIC WAYS




10-20-100 License.




     a. No person shall make an opening in, or construct or repair any pavement
in, any public way or other public place pursuant to this chapter unless that
person holds a public way work license as required by this article. The public
way work permit required by this article to make an opening in, or construct or
repair any pavement in, any public way or other public place shall only be
issued to a person holding such a license. Before the department of
transportation issues any such permit, the department of transportation shall
first require proof that the permit applicant holds such a license. Such a
license shall be effective for one calendar year, and the fee for such a
license shall be $125.00. Such a license may be issued at any time during a
calendar year, but shall be effective only for the calendar year in which it is
issued. The commissioner of transportation is hereby authorized to issue such
a license and is authorized to promulgate regulations relating to such a
license, including but not limited to terms and conditions for the issuance,
maintenance and renewal of the license, the scope of work that may be performed
under the license, and terms and conditions applicable to the insurance and
letter of credit required by this article.



     b. The public way work license specified in this section shall not be
required for the placement, planting, cultivation, maintenance or removal of
any tree, shrub, flower, sod or other plant material in the public way.



     c. The public way work license specified in this section shall not be
required of a government agency.



10-20-105 License application.




     a. The application for the public way work license required by this
article shall be made in writing to the commissioner of transportation on a
form provided for that purpose and shall require the signature of the license
applicant. The commissioner of transportation shall be the custodian of all
such applications.



     b. Every application for such a license shall contain, in addition to such
other information as the commissioner of transportation may require, the name
of the person desiring the license and the place of business of such applicant,
as well as the names, residence (or, if not a natural person, business)
addresses, social security numbers (or tax identification numbers or other
government identification numbers acceptable to the commissioner of
transportation), and percentages of ownership interest of all substantial
owners of the applicant.



     c. Every application for such a license shall provide that, as a condition
for receiving the license, the applicant shall indemnify, save and keep
harmless the city from any and all loss, cost, damage, expense or liability of
any kind whatsoever which the city may suffer, or which the city may be put to,
or which may be recovered from the city, from or on account of the issuance of
such license, or from or on account of any act or thing done by virtue of the
authority given in such license, or for any damage, loss or expense to any
person caused by the tearing up, constructing, repairing or removing of such
public way or part thereof, whether or not performed pursuant to a valid
license.





 










 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




     d. The willful misstatement or omission of any material information
required by the license application process shall be grounds for revocation of
the license for a period of up to three years.



10-20-110 License renewal.




     a. The commissioner of transportation may renew the public way work
license required by this article at the beginning of a new license period upon
proper application and payment of a renewal fee of $125.00. Prior to renewal,
all licensees and substantial owners shall provide the commissioner of
transportation with the following information: the names, addresses, government
identification numbers and percentages of interest required in the initial
license application by this article or, where such information already has been
provided in a license application, any new information necessary to make such
information current and accurate.



     b. The willful misstatement or omission of any material information
required by the license renewal process shall be grounds for revocation of the
license for a period of up to three years.



10-20-115 Insurance required for license.




     No public way work license shall be issued pursuant to this article until
the applicant for such license shall first have presented to the commissioner
of transportation proof of insurance against any liability, loss or claim
arising out of the issuance of the license, or out of work performed pursuant
to the license. Such insurance shall be issued by an insurer authorized to do
business in Illinois, shall be in an amount no less than $1,000,000.00 per
occurrence and shall name the city of Chicago, its officers, employees and
agents as additional insured. The insurance policy shall provide for 30 days’
written notice to the commissioner of transportation prior to any lapse,
cancellation or change in coverage. The insurance shall be maintained in
effect at all times during the term of the license. The commissioner of
transportation in his or her discretion may require, instead of such insurance,
any alternative form of indemnity, protection or security that he or she deems
necessary to accomplish the above-described purposes.



10-20-120 Letter of credit required for license.




     The public way work license required by this article shall be issued only
after the prospective licensee shows proof to the commissioner of
transportation of having established an irrevocable letter of credit for the
benefit of the city of Chicago, in an amount and for a duration to be
established in regulations promulgated by the commissioner of transportation,
such letter of credit to be maintained in conjunction with the license and any
renewals. A licensee shall bear the costs of establishing, maintaining and
renewing such letter of credit, and shall bear any costs associated with a draw
upon the letter of credit.



10-20-125 Letter of credit — Conditions for draw.





	a.	 	Upon the happening of all three of the following numbered
subparagraphs:






	(1)	 	the amount of any restoration fee assessed pursuant to this
article is insufficient to cover the cost of restoring the
bituminous surface, or a licensee fails to restore the pavement or
other materials in accordance with the standards and requirements of
this article and other applicable provisions of this code, or any
damage is done to




 









 











THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.





any underground work or connections, or otherwise,
any of which will require the city of Chicago to make expenditures
to correct the problem or problems; and




	(2)	 	the commissioner of transportation provides notice of the
problem or problems described in subsection (a) (1) of this section
to that licensee by certified mail; and
	 
	(3)	 	after receiving notice, the licensee does not remit funds
sufficient to cover the deficiency in restoration fee or the city of
Chicago’s required expenditures within 45 days of receipt of the
notice, or does not correct the problem or problems within a time
period specified by the commissioner of transportation;





then the commissioner of transportation may draw upon that licensee’s letter of
credit in such amounts as are sufficient to cover the deficiency, or cover the
city of Chicago’s cost of correcting the problem or problems, in accordance
with the standards and requirements of this article and other applicable
provisions of this code. In the event such a draw results in insufficient
funds, the director of revenue shall collect the amount of the shortfall from
that licensee.





	b.	 	Upon the happening of all four of the following numbered subparagraphs:
	 
	(1)	 	the commissioner of transportation determines that a licensee
has failed to restore the pavement or other materials in accordance
with the standards and requirements of this article and other
applicable provisions of this code, and that such failure to restore
or improper restoration has resulted in a dangerous condition that
poses an imminent threat to the safety of pedestrians, motorists, or
others on or near the public way; and
	 
	(2)	 	after determining that the licensee is unable to immediately
eliminate the dangerous condition, the commissioner of
transportation eliminates the dangerous condition; and
	 
	(3)	 	the commissioner of transportation notifies the licensee, by
certified mail, of the problem or problems described in subsection
(b) (1) of this section, and of the action taken by or on behalf of
the department of transportation, and in the notification demands
that the licensee reimburse the department of transportation for the
funds expended to eliminate the dangerous condition; and
	 
	(4)	 	after receiving notice, that licensee does not remit the
demanded funds within 45 days of receipt of the notice;





then the commissioner of transportation may draw upon that licensee’s letter of
credit in such amounts as are sufficient to cover the city of Chicago’s cost of
correcting the problem or problems in accordance with the standards and
requirements of this article and other applicable provisions of this code. In
the event such a draw results in insufficient funds, the director of revenue
shall collect the amount of the shortfall from that licensee.




     c. The commissioner of transportation may in his or her discretion apply
the procedures set forth in this section, either simultaneously or
sequentially, to any one or more licensees either holding, or performing work
pursuant to, a permit issued pursuant to this article.



     d. The city of Chicago shall have the right, but not the obligation, to
arrange for or carry out any restoration, repairs or other work pursuant to
this section or other applicable provision of this chapter, and any action
taken by the city of Chicago in arranging for or carrying out any such
restoration, repairs or other work shall not relieve a licensee of liability
for, or diminish a licensee’s liability for, any condition created by, or
created as a result of the acts or omissions of, the licensee.



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




10-20-130 License suspension.




     In addition to any other penalties that may be imposed under applicable
law, a public way work license issued pursuant to this article may be suspended
for a period of up to six months if:




	(1)	 	a licensee’s insurance or letter of credit required by this
article is cancelled or is allowed to expire or otherwise lapse and
such cancellation, expiration or lapse is not promptly remedied upon written notice sent by certified mail to
that licensee; or
	 
	(2)	 	the commissioner of transportation is required to draw upon a
licensee’s letter of credit pursuant to this article; or
	 
	(3)	 	the commissioner of transportation receives notification from
any city board, commission, department or other city agency that
another city-issued license held by the licensee has been suspended
or revoked; or
	 
	(4)	 	a licensee is repeatedly issued either a notice provided for
in section 10-20-125 of this article, or a citation pursuant to this
article, or any combination of notices and citations, within a
license period. The number of notices and/or citations necessary
for this subsection to apply shall be set forth in regulations
promulgated by the commissioner of transportation. If any one or
more of a licensee’s substantial owners was a substantial owner of
another licensee during the license period and that other licensee
received a notice provided for in section 10-20-125, or a citation
pursuant to this article, during that license period, such prior
notice or citation shall be included in determining the number of
notices or citations received by the current licensee





10-20-135 License revocation.




     In addition to any other penalties that may be imposed under applicable
law, a public way work license issued pursuant to this article may be revoked
for a period of up to three years if a licensee has their license suspended
pursuant to this article three times within a three-year period. If any one or
more of a licensee’s substantial owners was a substantial owner of another
licensee during the three-year period and that other licensee had their license
suspended pursuant to this article during that three-year period, such prior
suspension or suspensions shall be included in determining the number of
suspensions received by the current licensee.



10-20-140 Suspension or revocation — Procedure and scope.




     a. Proceedings for the suspension or revocation of the public way work
license required by this article shall be conducted pursuant to section 4-4-280
of this code, upon referral by the commissioner of transportation.



     b. When a license suspension or license revocation is imposed on a
licensee pursuant to any provision of this article, such suspension or
revocation shall apply to all substantial owners of that licensee, and no such
substantial owner may apply for or be issued, or be an officer, director,
member, partner, shareholder, or owner in an entity that applies for or is
issued, a public way work license under this article for the duration of such
suspension or revocation.



10-20-145 License violations—Penalty.




     a. In addition to any other penalties that may be imposed under applicable
law, any person who makes an opening in, or who constructs or repairs any
pavement in, any public way or other public place without first obtaining the
public way work license required by this article,



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




or who falsifies information
in order to obtain such a license, shall be subject to a fine of $500.00 for
each day that the opening exists or that the construction or repair is
conducted, and shall also be liable to the city of Chicago for any costs
incurred by the city in arranging for or carrying out any restoration, repairs
or other work necessitated by the acts or omissions of such person. The city
of Chicago shall have the right, but not the obligation, to arrange for or
carry out any restoration, repairs or other work pursuant to this section or
other applicable provision of this
chapter, and any action taken by the city of Chicago in arranging for or
carrying out any such restoration, repairs or other work shall not relieve such
person of liability for, or diminish that person’s liability for, any condition
created by, or created as a result of the acts or omissions of, that person.




     b. If a person holding the public way work license required by this
article allows the insurance or letter of credit required in conjunction with
such license to be cancelled or to expire or otherwise lapse for more than 30
days during the period that such insurance or letter of credit is required to
be in full effect, the license will be rendered void and the person must
reapply for a new license and pay a new license fee in order to be considered
for a valid license.



10-20-150 Permit — Fees — Issuance.




     a. It shall be unlawful for any person to make an opening in, or to
construct or repair any pavement in, any public way or other public place
without first obtaining a public way work permit from the commissioner of
transportation; provided, however, that any such opening, construction or
repair may be performed by a person holding the public way work license
required by this article, who is not a permittee under this section but who is
acting as subcontractor for, or otherwise acting under instructions from, as
agent for, on behalf of, or in concert with, a permittee under this section. A
permit fee shall be required for creating any opening in, or for constructing
or repairing any pavement in, the public way. The permit fee for creating a
pavement opening and for pavement construction or repair shall be $110.00 for
each such opening to be created or each such construction or repair project
prior to January 1, 1994. The permit fee for creating an opening, or for
construction or repair, in any parkway or unimproved portion of the public way
shall be $30.00 for each such opening to be created, or each such construction
or repair project conducted, prior to January 1, 1994. All permit fees
required under this section shall be increased by five percent per annum
beginning January 1, 1994. The fee for any permit issued during the time
periods specified in subsection (b) of this section shall be twice the normal
fee.



     The foregoing fees, however, shall not be required of any person who has
been granted the right to use the public way pursuant to a franchise ordinance
approved by the city council and which franchise ordinance specifically
prohibits the imposition of such fees in addition to the compensation to be
received by the city pursuant to the franchise ordinance.



     b. No permit shall be issued for opening or repairing any pavement that
has been newly constructed or reconstructed after January 1, 1994, for a period
of seven years after completion of the construction or reconstruction, unless
the commissioner of transportation determines that circumstances warrant
opening or repair of such pavement. No permit shall be issued for the opening
or repair of pavement that has been resurfaced after January 1, 1994, within
three years after completion of the repaving, unless the commissioner of
transportation determines that circumstances warrant opening or repair of such
pavement. Any person who opens or repairs a newly constructed, reconstructed
or resurfaced pavement without a permit within the time period specified
herein, or who falsifies information in order to obtain a permit



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




for such work,
shall be subject to a fine of $500.00 for each day that the opening exists or
that the repair is conducted.




     c. It shall be a condition of any permit for the opening of, or the
construction or repair of, any public way or other public place that the permit
applicant shall agree to restore the pavement or other materials in accordance
with public way restoration standards. These standards shall be in the form of
regulations promulgated by the commissioner of transportation.



     d. In addition to the other limitations on the issuance of permits
described in this chapter, the commissioner of transportation shall not issue
any permit for the opening of, or the construction or repair of, any public way
or public place until he or she shall have been fully advised of the time,
place and character of such opening, construction or repair and the purpose
thereof. The commissioner of transportation may require that applications for
permits be accompanied by a plat or pencil tracing or sketch showing the
location, character and dimensions of any proposed openings for the
installation of new work, or the location and character of any alterations
involving changes in the location of pipes, conduits, wires or other
conductors, or proof of compliance with the insurance, letter of credit, or
other license requirements of this article.



     e. Before a permit that contemplates the breaking or other disturbance of
a bituminous surface shall be granted to open, or conduct construction or
repair on, any public way or public place for any purpose, the permit applicant
shall as part of the application either (1) commit to restoring the bituminous
surface after completion of the work and restoration of the pavement, or (2)
request that the city of Chicago restore the bituminous surface after
completion of the work and restoration of the pavement. If the applicant
selects option (2), the commissioner of transportation shall assess the
applicant a restoration fee sufficient to cover the city of Chicago’s cost to
restore the bituminous surface. This restoration fee shall be calculated on a
per-square-yard basis, based on current construction costs established through
average bid prices in the city of Chicago. In the event that the city of
Chicago’s cost to restore the bituminous surface is less than the restoration
fee, the amount of the surplus shall be returned to the permittee.



     f. In order for a permit to be issued, the director of revenue shall
collect the amount of both the permit fee and any applicable restoration fee.
Where the opening, construction or repair is required to perform underground
work to facilitate a city or state project or the repair of damage caused by
city forces, the payment of permit fees shall be waived.



     g. The permit specified in this section shall not be required for the
placement, planting, cultivation, maintenance or removal of any tree, shrub,
flower, sod or other plant material in the public way



10-20-155 Pavement restoration.




     a. All work done under authority of the permit required by this article
shall be inspected by a field service specialist designated by the commissioner
of transportation.



     b. Immediately after the completion of the work done pursuant to the
permit, the permittee shall forthwith restore any pavement or other materials
displaced by reason of the work, and shall restore the surface of any public
way or other public place which may be opened or otherwise disturbed; provided,
however, that a permittee shall only be obliged to restore a bituminous surface
if the permittee has not remitted to the director of revenue the restoration
fee assessed pursuant to this article. All of this work shall be done to the
satisfaction of the



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




commissioner of transportation, in accordance with public
way restoration standards. These standards shall be in the form of regulations
promulgated by the commissioner of transportation.




     c. Any permittee who fails to restore the pavement or other materials and
the non-bituminous surface and, if applicable, the bituminous surface, of any
public way or other public place, as required in subsection (b), by the time
established by the commissioner of transportation shall be subject to a fine of
$500.00 for each day that such failure continues, and shall also be liable to
the city of Chicago for any costs incurred by the city in arranging for or
carrying out any such restoration upon expiration of the relevant deadline.
The city of Chicago
shall have the right, but not the obligation, to arrange for or carry out
any such restoration upon expiration of the relevant deadline, and any action
taken by the city of Chicago in arranging for or carrying out any such
restoration pursuant to this section or other applicable provision of this
chapter shall not relieve a permittee of liability for, or diminish a
permittee’s liability for, any condition created by, or created as a result of
the acts or omissions of, the permittee.



     d. The insurance and letter of credit protections of this article shall
apply to any amounts levied or incurred by the city of Chicago pursuant to this
section.



10-20-160 Tearing up public ways.




     Unless a specific penalty is otherwise provided, any person who shall
injure or tear up any pavement, side or crosswalk, or any part thereof, dig any
hole, ditch or drain in, or dig or remove any sod, stone, earth, sand or gravel
from any public way or public ground in the city without having first obtained
the necessary permit from the commissioner of transportation, or who violates
the terms or conditions of a permit for such work, shall be subject to a
penalty for each offense of not less than $200.00 nor more than $500.00.



10-20-165 Definitions.




     For purposes of this article, the following definitions shall apply:



     A “person” or “persons” who apply for or hold the public way work license
or the public way work permit required by this article shall include
individuals, sole proprietorships, partnerships, limited partnerships, firms,
limited liability companies and corporations.



     The term “restore” shall mean restoration or replacement of the pavement,
components of pavement, or other materials to at least the condition that the
pavement, components of pavement, or other materials were in before the work
contemplated by this article was commenced.



     A “substantial owner” means any person or entity holding a twenty-five
percent (25%) or greater ownership interest in any firm, partnership, limited
partnership, corporation or limited liability company; provided, however, that
where no person or entity holds such an ownership interest, substantial owner
shall mean each of the four persons or entities with the largest ownership
interests; provided further, that with regard to an individual or sole
proprietorship, substantial owner means that individual or sole proprietorship.



ARTICLE II.         UNDERGROUND TRANSMITTING DEVICES




10-20-200 Tunneling-Permit.




     No person shall, without a permit in writing from the commissioner of
transportation, place any shaft, cable, pipe, main, conduit, wire or other
transmitting or conducting device underneath the surface of any public way in
the city by driving the same through the earth



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
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OF CHAPTER 10-20.




underneath the surface of any
such public way, or by boring or tunneling under any such public way.




     Any person may tunnel under stone or concrete sidewalks which do not
exceed six feet in width for the purpose of installing sewer drains not to
exceed six inches in diameter; provided, that a permit in writing shall be
obtained from the commissioner of transportation for such purpose.



     The commissioner of transportation is authorized to remove or cut out all
shafts, cables, pipes, mains, conduits, tubes, wires or other transmitting or
conducting devices at any time laid or placed underneath the surface of any
public way in violation of the provisions of this section.



10-20-205 Underground work in streets to be improved.




     If any person desires to lay any pipes, conduits, tunnels, wires or
conductors or do any other underground work in any street which is to be
improved by special assessment, such person shall lay such pipes, conduits,
tunnels, wires or conductors and install such other underground work within 45
days after the confirmation of the assessment for the paving of such street in
case such assessment is confirmed during the months of June or July, and if
such assessment is confirmed during any other month, such pipes, conduits,
tunnels, wires or conductors shall be laid and such other underground work
installed within 60 days after the date of confirmation of such assessment;
provided, however, that where such assessment is confirmed during the months of
November, December, January and February, such period of 60 days shall be
computed from the first day of March following; and provided, further, that
whenever the public necessities require it, the commissioner of transportation
may, in his discretion, grant to such person a period of time, not to exceed 15
days, in addition to said periods of 45 days and 60 days hereinbefore
prescribed, within which to lay such pipes, conduits, tunnels, wires or
conductors and install such other underground work. If such street be improved
by any other method than by special assessment, such pipes, conduits, tunnels,
wires or conductors shall be laid and other contemplated underground work shall
be installed before the date of the completion of such improvement.



     If such pipes, conduits, tunnels, wires or conductors are not laid, or if
such other underground work is not done, within the time aforesaid, then, and
in such event, such person shall, except as hereinafter provided, lay or do the
same between the lot and curb lines or in the nearest alley contiguous to such
paved street during the period of five years from and after the date of the
acceptance of such improvement in such street by the proper authorities of the
city; provided, that nothing herein contained shall preclude:



     a. The laying of service pipes, service conduits, service wires or service
conductors used in connecting lots abutting on such street with the pipes,
conduits, wires or conductors laid longitudinally in such streets.



     b. The repairs to pipes, conduits, tunnels, wires or conductors or to
service pipes, service conduits, service wires or service conductors in such
streets.



     c. The laying of pipes, conduits, tunnels, wires or conductors, or the
doing of any other underground work in that portion of such street which lies
between and opposite the entrance to any alley in which such pipes, conduits,
tunnels, wires or conductors are laid, or in that portion of any street which
intersects or crosses another street.



     d. The doing of any underground work in such portion of any street that is
not paralleled by an alley within 250 feet from either side thereof and where
the space, unobstructed



 









 





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OF CHAPTER 10-20.




by trees or other underground work, between the lot and
curb lines, is less than four feet in width.




     e. The prompt and complete compliance on the part of the various
transportation and street railway companies with the obligations and conditions
imposed upon such several companies by the terms of the ordinances under and by
virtue of which each of them claims the right of operating cars within the
city, and nothing herein contained shall be construed as a waiver, restriction
or granting of any right or as applying to the right-of-way of such several
companies, as defined in said ordinances, so long as each right-of-way is
paved, maintained and kept in good repair, as in said ordinances provided.



     In no event shall the space between the lot line and the curb in any block
in which there is in such space any excavation of any character, be used for
the installation of any underground work, excepting service pipes, service
conduits or service conductors.



10-20-210 Construction of conduit system.




     When poles and wires are to be removed from any street, the person
maintaining such poles or wires shall, upon notice from the commissioner of
transportation, install the necessary conduits for his wires and appliances in
the manner hereinafter provided.



     A combination conduit system shall be constructed consisting of such duct
space as may be required by each person, the ducts for each to terminate in a
separate manhole to which no one except such person’s own employees shall have
access. Only such persons as have an express grant from the city council
authorizing a conduit system shall have the right to duct space.



     A conduit in any street may be constructed by any one of the persons
requiring duct space, but the option of constructing such conduit shall be with
the person requiring the most space and paying the largest proportion of the
cost.



10-20-215 Plans for conduit system.




     When a conduit system is decided upon for a street, or a part thereof,
plans shall be drawn showing the construction in detail, exact space occupied,
and location in the street. The plans must be approved by the majority of
those requiring space in the conduit, and must also be approved by the
commissioner of transportation or someone authorized by him to approve the
plans.



     A standard form of construction shall be adopted and approved by the
commissioner of transportation and such standard construction shall be followed
wherever conditions will permit.



10-20-220 Materials and cost of conduit system.




     Conduits shall be constructed of some approved form of clay sections which
will admit of varying the number of ducts as conditions may require and
maintain a uniform construction on all streets. The exact character of the
material used shall be decided upon by such persons as are to occupy a part of
such conduit space. Should they fail to agree, the commissioner of
transportation shall designate what material and class of construction shall be
used, and his decision shall be final.



     The cost of constructing the conduits shall be divided pro rata per duct
foot of space required, and where individual lateral connections are required,
the entire cost of such laterals shall be paid for by the person requiring
them.



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
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OF CHAPTER 10-20.




10-20-225 Violation-Penalty.




     Every person violating any of the provisions of the foregoing sections or
applicable regulations relating to underground work shall be fined not less
than $50.00 nor more than $500.00 for each offense.



ARTICLE III.        PRIVATE PAVING




10-20-300 Board of Local Improvements authorization.




     No person shall build, construct or lay a pavement by private contract on
any public way in the city, unless he first shall have made application to the
board of local improvements and otherwise complied with the licensing and
permitting requirements of this chapter.



     Before such permit is issued, the said applicant shall deposit with the
board of local improvements a sum sufficient to cover the estimated cost of
engineering, inspection, supervision and other services. Against such deposit,
charges shall be made by the board of local improvements for such services as
may be required from time to time at such rates as will correspond to those
established by the city council for similar services. Nothing in this section
shall be held to apply to pavements laid by special assessment or special
taxation.



10-20-305 Notice.




     Upon the issuing of any permit authorizing the pavement of any public way
by private contract, it shall be the duty of the person to whom such permit is
issued to notify the board of local improvements of the time of the
commencement of such work. No work shall be done under such permit until
directed by the board of local improvements.



ARTICLE IV.        DRIVEWAYS




10-20-400 Supervision.




     The authorization for, and issuance of, a use of public way permit for
driveways shall be under the direction and supervision of the director of
revenue, and the location and construction of the same shall be in accordance
with the plans and specifications as approved by said director.



10-20-405 Use of public way permit required.




     No person shall hereafter establish or maintain any driveway over, across,
or upon any public sidewalk or public parkway without first obtaining a use of
public way permit from the director of revenue as hereinafter provided.



10-20-410 Insurance required.




     No use of public way permit for a driveway shall be issued until written
application therefor has been made to the director of revenue and the
certificate of insurance herein provided for has been filed with said director.



10-20-415 Application–Insurance–Notice–Appeal.




     a. Application in writing for a use of public way permit for a driveway
shall be made to the director of revenue on forms prescribed by said director,
and shall contain the name and address of the person making application, the
use of the property with which the proposed driveway is to be connected, and
whether in the building thereof it will be necessary to cut down or alter the
street curb or elevate or depress the existing grade of sidewalks or parkways,
and a



 









 





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OF CHAPTER 10-20.




sketch showing the proposed location and dimensions of such driveway, the
location of adjacent streets and alleys, and any other driveways connected with
the property. An application shall be approved and a permit issued only upon a
determination of the director of revenue, upon consultation with the following
departments, that the driveway will not (1) create undue safety hazards in the
use of the street, parkway or sidewalk by vehicular or pedestrian traffic, nor
(2) impede the safe and efficient flow of traffic upon the streets and
sidewalks adjoining the property for which the driveway is proposed, and upon
his or her determination that the existing and proposed use of the property to
be connected by said driveway is in all respects in conformity
with existing traffic, zoning, and building ordinances. The director of
revenue shall refer applications (1) to the department of transportation for
investigation and report on the traffic aspects incident to such determination,
(2) to the zoning administrator for review and advice as to the zoning and
building aspects incident to such determination, (3) to the commissioner of
sewers for review and advice as to the drainage structure, manhole and sewer
aspects incident to such determination, (4) to the bureau of electricity in the
department of streets and sanitation for review and advice with regard to the
underground equipment and street lighting aspects incident to such
determination, and (5) to the commissioner of water for review and advice with
regard to the hydrant and water control valve aspects incident to such
determination. In the event that the construction of the driveway will require
the city of Chicago to incur costs in making modifications to, over, or under
the public way, the applicant shall be provided with an estimate of such costs,
and no use of public way permit for a driveway shall be issued until the
applicant has first paid to the city of Chicago the amount of the estimate. In
the event that the city of Chicago’s cost to make such modifications is less
than the estimate, the amount of the surplus shall be returned to the
permittee. In the event that the city of Chicago’s cost to make such
modifications is greater than the estimate, the director of revenue is
authorized to assess the permittee for the amount of the deficiency.




     b. Plans and specifications of such driveway, in accordance with standard
specifications established by the commissioner of transportation, shall be
submitted to the director of revenue and shall be accompanied by proof of
insurance against any liability, loss or claim arising out of the issuance of
the permit, or out of the permitted disturbance of the public way or part
thereof. Such insurance shall be issued by an insurer authorized to do
business in Illinois, shall name the city of Chicago, its officers, employees
and agents as additional insured, and shall be in an amount no less than
$250,000.00 per occurrence for a Class A use of public way permit (as defined
in section 10-20-420), and in an amount no less than $1,000,000.00 per
occurrence for a Class B use of public way permit (as defined in section
10-20-420). The insurance policy shall be kept in force throughout the life of
said permit, and if at any time during the life of said permit said insurance
shall not be in full force, then the authority and privileges herein granted
shall thereupon cease. With respect to a Class B use of public way permit (as
defined in section 10-20-420), the insurance policy shall provide for written
notice to the director of revenue within 30 days of any lapse, cancellation or
change in coverage. The director of revenue in his or her discretion may
require, instead of such insurance, any alternative form of indemnity,
protection or security that he or she deems necessary to accomplish the
above-described purposes.



     c. Every application for a use of public way permit for a driveway shall
provide that, as a condition for receiving the permit, the applicant shall
indemnify, keep and save harmless the city against all liabilities, judgments,
costs, damages and expenses which may in any way come against said city in
consequence of the granting of said permit, or which may accrue against, be



 









 





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OF CHAPTER 10-20.




charged to, or recovered from said city from, or by reason, or on account of
any act or thing done by the grantee by virtue of the authority given in said
permit, or by reason or on account of any defect in the construction or design
of said driveway or by reason or on account of the failure to maintain said
driveway in good condition and repair and free and clear of snow, ice or
obstruction of any kind.




     d. Prior to issuing a use of public way permit for a driveway, the
director of revenue shall give 20 days’ written notice of the proposed issuance
of the permit to the alderman of the ward in which the proposed driveway is to
be located and no permit shall be valid unless such
notice is delivered; provided, however, that the affidavit of the director
of revenue showing delivery of such notice to such alderman in person or by
mailing to such address as the alderman may have filed with the city clerk,
shall be conclusive evidence of delivery of such notice.



     If the director of revenue shall refuse to grant a driveway permit, the
applicant may appeal to the mayor. Such appeal shall be made within 20 days
after the director of revenue sends written notice of such refusal to the
applicant. Upon written notice by the applicant, the director of revenue shall
transmit to the mayor the application and all other relevant papers and data.
The mayor may then approve the application and issue such permit only if he
makes the determination hereinbefore provided for the issuance of such driveway
permit. A final administrative decision of the mayor hereunder shall be
subject to judicial review as provided by law.



     e. The director of revenue is hereby authorized and directed to refuse
applications for driveway permits in all cases where frontage consents are
required until such time as proof is made of the filing of said frontage
consents with the zoning administrator.



10-20-420 Permit classes and fees.




     Permit classes and fees for the establishment and maintenance of driveways
under this article shall be as follows:



	 	 	 
	     Class A
	 	$10.00
	 
	 	 
	     Residential – not to exceed
	 	 
	     4 apartments
	 	 
	 
	 	 
	     Class B
	 	$68.00 for driveways up
	 
	 	to 25 feet wide.
	 
	 	 
	 
	 	$75.00 for driveways over
	 
	 	25 feet wide.
	     Residential – over 4 apartments;
	 	 
	     Commercial
	 	 







     For each driveway now or hereafter maintained there shall be paid for each
calendar year following the year in which the permit fee required above has
been paid, an annual fee in the amount of $68.00 for driveways up to 25 feet in
width, and $75.00 for driveways in excess of 25 feet, except for residential
structures not exceeding four units, and for any place used exclusively for
charitable, educational or religious purposes, which shall be exempt from
payment of the inspection fee.



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




10-20-425 Plans and specifications.




     No use of public way permit shall be issued for any driveway until plans
indicating location and configuration and specifications therefor have been
submitted to and approved by the director of revenue, who may refer said plans
and specifications to the commissioner of transportation or other appropriate
department for review and advice. No alteration or change from the terms of
said permit shall be made without the written consent thereto of said director.



10-20-430 Commercial driveway permits.




     All commercial driveway permits are subject to immediate revocation and
driveways closed and ordered removed at owner’s expense unless the permit
holder complies with the following requirements:



     a. All property requiring a commercial driveway permit must have a
physical barrier to prevent alley access, unless exempted by the city council.



     b. This physical barrier must be erected within 60 days after issuance of
a permit, and shall either be a steel guardrail constructed in compliance with
this code, or other barrier (except wheel stops) approved by the director of
revenue upon consultation with the department of transportation.



10-20-435 Alley access to parking structure permitted when.




     No alley access shall be permitted to any parking lot or garage if the
capacity at that lot or garage is in excess of six spaces, unless exempted by a
petition of property owners representing 50 percent of the alley property
footage, and approved by the city council.



10-20-440 Construction.




     Where driveways are to be built across the sidewalk spaces, unless
otherwise expressly authorized they shall conform to the sidewalk grade. Such
driveways shall be constructed of concrete eight inches in depth and shall
otherwise comply with applicable regulations. Provided, however, that in the
case of driveways across viaduct sidewalks or existing residential asphalt
driveways, variations of construction and materials to conform to existing
condition may be made when approved by the commissioner of transportation.



     No driveway shall be so constructed as to prevent free and unobstructed
passage on, over or across the same, or in such a manner as to interfere with
the proper drainage and safe grading of the streets. No driveway shall be
constructed across intersecting sidewalks. Gradual approaches to the regular
sidewalk grade shall be made from the grade of the driveway. The slope of any
driveway and the approaches thereto shall not exceed one inch vertical to one
foot horizontal nor be less than one-fourth inch vertical to one foot
horizontal in any direction, except that the slope from street curb line shall
not exceed one inch vertical to one foot horizontal.



10-20-445 Permits–Revocation.




     Use of public way permits required for driveways by this chapter shall
contain conditions as follows:



     Said permit may be revoked by the mayor, or by an order passed by the city
council and signed by the mayor, at any time without the consent of the
grantee, in which case the authority and privileges granted shall thereupon
cease and determine; upon the termination by revocation, expiration or
otherwise of the authority, rights and privileges granted by said permit, the
driveway therein authorized shall be removed and the sidewalk space where the
same shall have



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
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OF CHAPTER 10-20.




been located shall be restored to its proper condition to the
satisfaction of the commissioner of transportation, so that the said portion of
the said sidewalk space used for said driveway shall be safe for public travel
and in the same condition as the remaining portion of said sidewalk space, at
the sole expense of the grantee therein, without cost or expense of any kind
whatsoever to the city; provided, that in the event of the failure, neglect or
refusal on the part of said grantee to remove said driveway when directed so to
do, the city may proceed to remove same and charge the expense thereof to said
grantee.




     Such permits may be revoked by the director of revenue for failure or
neglect to comply with the provisions of this chapter.



10-20-450 Violation–Penalty.




     Any person violating any of the provisions of this chapter or applicable
regulations concerning driveways shall be fined not less than $50.00 nor more
than $500.00 for each offense, unless otherwise specifically provided. A
separate and distinct offense shall be held to have been committed each day any
person violates any of said provisions.



ARTICLE V.         STREET CURBS AND SIDEWALKS




10-20-500 Curb alignment.




     The curb on each side of the street in each block shall be aligned to a
uniform distance from the center line of the vehicular roadway in said block.
There shall be no variation from the established curblines in existing streets,
except at street intersections where such deviation may be authorized by
ordinance when necessary to remove traffic hazards, and in streets which are
redesigned as “cul-de-sacs” (short dead-end-streets with vehicular turning
areas at their ends).



10-20-505 Construction specifications.




     Except where sidewalks are to be laid in accordance with the provisions of
special assessment or special taxation ordinances, it shall be unlawful for any
person to construct, lay or rebuild any sidewalk on any portion of the public
ways of the city otherwise than in compliance with specifications that the
commissioner of transportation shall promulgate and prescribe in regulations.
Each day that such sidewalk shall remain so constructed, laid or rebuilt in
violation of such specifications shall constitute a separate and distinct
offense.



10-20-510 Nonstandard surface material.




     No part of the top or wearing surface of any sidewalk in any public way in
the city shall be composed of any nonstandard surface; provided, however, than
upon the filing with the commissioner of transportation of (1) proof of
insurance against any liability, loss or claim arising by reason or on account
of any defect in the construction or design of a sidewalk incorporating a
nonstandard surface, or by reason or on account of the failure to maintain said
sidewalk in good condition and repair, such insurance to be issued by an
insurer authorized to do business in Illinois and in an amount no less than
$1,000,000.00 per occurrence, and (2) a maintenance and indemnification
agreement in a form satisfactory to the commissioner of transportation, such
agreement to be conditioned to indemnify, keep and save harmless the city
against all liabilities, judgments, costs, damages and expenses which may in
any way come against said city by reason or on account of such construction or
of any defect in the construction of said sidewalk or by reason or on account
of the failure to maintain said sidewalk in good



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
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OF CHAPTER 10-20.




condition and repair, nothing
in this paragraph shall be held to apply to any nonstandard surface approved by
the commissioner of transportation. The above-described insurance shall name
the city of Chicago, its officers, employees and agents as additional insured,
and shall provide for written notice to the commissioner of transportation
within 30 days of any lapse, cancellation or change in coverage and shall be
kept in force as long as said sidewalk shall exist in the form described in
this section, and if at any time while said sidewalk exists in this form, such
insurance shall not be in full force, then the authority and privileges herein
granted shall thereupon cease. The commissioner of transportation in his or
her discretion may require, instead of such insurance, any alternative form of
indemnity, protection or security that he or she deems necessary to accomplish
the above-described purposes.




10-20-515 Nameplates.




     Before the top or finishing of concrete walks has set, the contractor or
person building the walk shall place in such walk in front of each lot or
parcel of property a stamp or plate giving the name and address of the
contractor or person building the walk and the year in which the work was done.
The top of said plate or stamp, which must not cover more than 54 square
inches of surface, shall be flush and even with the top of the finished walk,
and must be of a permanent character plainly stamped or firmly bedded in the
concrete in such a manner that it cannot become loose or be easily removed or
defaced.



     Wherever one contractor or person has laid walks in front of three or more
adjoining lots or parcels of property in one continuous stretch, one of the
above named stamps placed in the walk at each end of said stretch of walk will
be sufficient.



10-20-520 Sidewalk line.




     All walks, except full-width walks, shall be laid on a line one foot from
the parallel with the lot line, unless otherwise ordered by special ordinance;
provided however, that no ordinance for special sidewalk line shall be passed
that does not cause uniform alignment of sidewalks on both sides of the street
for a distance of not less than 1,200 lineal feet; provided, further, that
where a definite sidewalk line is established in a block by cement sidewalks
laid prior to the
twenty-third day of March, 1904, such line established by the walks already
laid shall be followed for the remainder of the block.



10-20-525 Curbing.




     Except as provided in the provisions of this chapter relating to sidewalk
ramps, wherever it is necessary to construct curbing or monolithic curb and
sidewalk, such construction shall be in compliance with applicable regulations.



10-20-530 Width of sidewalk.




     The space between the street (lot) line and curb line to be reserved for
sidewalks shall be of the width herein specified, unless a different width has
been, or shall be, fixed by ordinance of the city council. On all streets
which are 100 feet in width and upward, 20 feet; on streets 80 feet and less
than 100 feet in width, 16 feet; on streets 66 feet and less than 80 feet in
width, 14 feet; on streets 60 feet and less than 66 feet in width, 12 feet; on
streets 50 feet and less than 60 feet in width, 10 feet; on streets 40 feet and
less than 50 feet in width, six feet, and on streets 30 feet and



 









 





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OF CHAPTER 10-20.




less than 40
feet in width, four feet. The widths herein specified shall be measured from
the street (lot) line to the face of the curb nearest the roadway.




     No person shall extend or build any sidewalk beyond the established width
of the sidewalk space; and on all streets where open spaces are allowed for
planting trees or for grass plots, the same shall not be covered with plank or
other material, except such parts and portions of said space as may be allowed
to be used for coal vaults or in front of business houses; provided, however,
that sidewalks not to exceed two feet in width may be constructed adjoining the
curb to permit access to and from vehicles.



10-20-535 Level of sidewalk.




     No part of any sidewalk or sidewalk space shall be taken for private use
by lowering or cutting down the same next to the building, or railing off the
same by any wooden or iron railing, or by shutting off the public from using
the same; and said sidewalk shall not be raised next to
the building by constructing a platform of wood, iron, concrete or stone,
but said sidewalk shall be built flush up to the building on a uniform grade as
herein provided.



10-20-540 Grade.




     The grade for sidewalks shall be established by ordinance of the city
council, and a record of the same, accessible to the public, shall be kept on
file in the department of transportation. No person shall build or assist in
building any sidewalk where no grade has been established by ordinance, or
contrary to any grade which may have been or may be established by ordinance,
or contrary to any of the provisions of this section. Every day that he shall
fail to remove or reconstruct any sidewalk which does not conform to
established grade after notice by the commissioner of transportation shall
constitute a separate offense.



     All sidewalks heretofore constructed that do not conform to the grade
established by ordinance shall be relaid to the proper grade by the owner of
the abutting property. Each day he shall fail to relay or reconstruct such
sidewalk after notice by the commissioner of transportation shall constitute a
separate offense.



     No part or portion of any sidewalk, where the grade has been established,
shall be laid or relaid at any different grade or any other level than the
adjacent portions of such sidewalk, except as provided in the provisions of
this chapter relating to driveways and sidewalk ramps. The person violating
this provision shall alter said sidewalk so as to make the same conform to the
established grade, and in case he neglects and refuses so to do within a
reasonable time it shall be lawful for the department of transportation to
alter the same, and the cost and expense of the same shall be paid by such
owner and may be recovered from him in an action in the name of the city.



10-20-545 Sidewalk ramps.




     In order to eliminate the barrier that curbs pose to the physically
handicapped, all new curbs and sidewalks, and all existing curbs or sidewalks
which are a part of any new construction or reconstruction at the intersections
of sidewalks and streets, sidewalks and alleys, and at other points of major
pedestrian flow, shall comply with the following requirement:



     A ramp with nonslip surface shall be constructed so that the sidewalk and
alley, or the sidewalk and street, blend to a common level. Such ramp shall
not be less than 36 inches wide and shall not have a slope greater than one
inch rise per 12 inches in length. Wherever, because of surrounding buildings
or other restrictions, it is impossible to conform the slope with this



 









 






THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




requirement, the ramp shall contain a slope with as shallow a rise as possible
under the circumstances, except however the slope may not exceed a one and
one-half inch rise per 12 inches in length.




     Standard details for placement and construction of the ramped sidewalks
shall be established by the commissioner of transportation. No person shall
construct, build, establish or maintain any ramped sidewalk without otherwise
complying with the licensing and permitting requirements of this chapter.



10-20-550 Slope.




     All sidewalks shall be so constructed, except as provided in the
provisions of this chapter relating to sidewalk ramps, that when completed the
top surface shall coincide with the grade of the space between the curbline and
the curblines towards the street line, with a rise of one inch in every three
feet.



10-20-555 Violation–Penalty.




     Any person violating any of the provisions of this chapter or applicable
regulations on sidewalk construction shall be subject to a penalty of not less
than $50.00 nor more than $500.00 for each offense.



ARTICLE VI.         BARRICADES




10-20-600 Barricade for new pavement.




     It shall be lawful for any person employed to pave or repave any street in
the city, to place proper obstructions across such street for the purpose of
preserving the pavement then newly made or to be made, until the same shall be
fit for use.



     All such obstructions shall be removed, by the person that placed them
upon the street, as soon as practicable, without notice, or immediately upon
order of the commissioner of transportation when he or she shall so direct in
writing.



     No person shall, without the consent of the commissioner of
transportation, in writing, or without the consent of the person superintending
such paving, throw down, displace or remove any such obstruction, under a
penalty of not more than $100.00 for every such offense.



10-20-605 Barricade of street openings and obstructions.




     It shall be the duty of every person engaged in digging in any street, or
in paving any street, or in building any sewer or drain or trench for water
pipes in any of the public streets, under a contract with the city made through
any of the departments of the city, or by virtue of any permission which may
have been granted by the city council or any department, or either of them,
where such work if left exposed would be dangerous to persons traveling on such
streets, to erect a fence or railing at such excavations or work in such a
manner as to prevent danger to persons who may be traveling such streets, and
to continue to maintain such railing or fence until the work shall be completed
or the obstruction or danger removed.



     It shall be the duty of such person to place upon such railing or fence,
at sunset, suitable and sufficient lights and to keep them burning throughout
the night during the performance of such work.



     The provisions of this section shall apply to every person who shall place
building materials in any of the public ways; or be engaged in building any
vault or constructing any



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




lateral drain from any cellar to any public sewer; or
who shall perform any work causing obstructions in the public streets, by
virtue of any permit from any executive department; and to all city officers
and employees performing any work in behalf of the city whereby obstructions or
excavations shall be made in the public ways.




     All railings or fences erected on public ways for the protection of the
public shall be erected and maintained to the satisfaction and approval of the
commissioner of transportation.



     Any person violating the provisions of this section shall be subject to a
penalty of not less than $200.00 nor more than $500.00 for each offense, and
every such person shall be deemed guilty of a separate offense for each day
that such violation shall continue.



10-20-610 Warning lights.




     Any person having the use of any portion of the public way for the purpose
of erecting or repairing any building, or for any other purpose, shall cause
two red lights to be placed in a conspicuous place, one at either end of such
obstruction, from dusk in the evening until sunrise in the morning, each night
during the time such obstruction remains.



10-20-615 Liability for damages.




     In all cases when any person shall perform any of the work mentioned in
the preceding section, either under contract with the city or by virtue of
permission obtained from the city council or any department of the city in
accordance with the provisions of the ordinances of the city, such person shall
be answerable for any and every damage which may be occasioned to persons,
animals or property, by reason or carelessness in any manner connected with
such work.



ARTICLE VII.        VIADUCTS




10-20-700 Definition.




     The term “highway viaduct” is hereby defined as any viaduct used for
public highway purposes extending over any railroad track or over any public
way or any other public or private property.



10-20-705 License and permit required.




     No person shall construct, reconstruct, or repair any highway viaduct in
the city without first complying with the licensing and permitting requirements
of this chapter.



10-20-710 Specifications and plans.




     In addition to the licensing and permitting requirements otherwise imposed
by this chapter, highway viaducts shall be designed, constructed and erected to
the satisfaction of the commissioner of transportation in accordance with
printed specifications that he or she shall keep on file and which shall be
subject to change from time to time as required, but shall at any time be
uniform in application throughout the city.



     Whenever any person shall desire to construct, reconstruct, or repair any
such highway viaduct in the city, such person shall first submit to the
commissioner of transportation the plan in accordance with which it is proposed
to so construct, reconstruct or repair such viaduct, and no permit may be
issued for such work unless the commissioner of transportation finds that such
plan complies with the terms of that part of this chapter dealing with viaducts
and the printed specifications on file in the office of the commissioner of
transportation.



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




10-20-715 Violation–Penalty.




     Any person that shall violate any of the provisions of that part of this
chapter or applicable regulations dealing with viaducts shall be fined not less
than $200.00 nor more than $500.00 for each offense, and every such person
shall be deemed guilty of a separate offense for each day that such violation
shall continue.



ARTICLE VIII.        MISCELLANEOUS




10-20-800 Violation–Penalty.




     Any person violating any of the provisions of this chapter or applicable
regulations shall be fined not less than $50.00 nor more than $500.00 for each
offense, unless otherwise specifically provided.



10-20-805 Enforcement of provisions.




     It shall be the duty of the department of transportation and any city
officer and any employee having police power, to enforce the provisions of this
chapter by stopping any work being done in violation of the terms set forth.



10-20-810 Authority to cite.




     In addition to the powers otherwise granted by this code and other
applicable law, the commissioner of transportation, and, where applicable, the
director of revenue, shall have the authority to issue citations for violations
of this chapter.



10-20-815 License and permit not exclusive.




     The licensing and permitting requirements of this chapter shall not
supersede, but shall be in addition to, any other licensing or permitting
requirements that may be imposed by applicable law.



10-20-820 Permittee responsible for agent.




     A permittee under this chapter shall be responsible for, and liable for,
any subcontractor or any other agent, entity or individual acting under
instructions from, on behalf of, or in concert with the permittee, and shall be
responsible for, and liable for, all work done pursuant to the permit,
including work done by any subcontractor or any other agent, entity or
individual acting under instructions from, on behalf of, or in concert with the
permittee. Upon request, a permittee shall provide to the department of
transportation information sufficient to allow the department of transportation
to identify and contact any such subcontractor or any other agent, entity or
individual.



     OTHER SECTIONS AMENDED



13-32-090 Driveway permit requirements.




     No permit shall issue for the construction, erection, repair, or
alteration of any building or structure designed or intended for use as a
garage or any other business, the operation of which will require a driveway
across a public sidewalk, until the applicant therefor has first obtained from
the director of revenue a use of public way permit for driveway or driveways as
prescribed by Chapter 10-20 of this code.



 









 





THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF
CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION
OF CHAPTER 10-20.




13-40-130 Tanks for flammable liquids.




     Every application for a permit to install a tank or tanks for flammable
liquids shall be made to the building commissioner and shall be accompanied by
a plat of survey showing the location and dimensions of all the property coming
within the frontage area, the name and address of the owner or owners of each
parcel of ground coming within such area, including the filling station site,
and the total frontage in feet, with the consents of the required majority of
such frontage.



     In any location where a driveway or driveways across a public sidewalk are
required in connection with the installation of a tank for flammable liquids, a
permit shall not be issued until the applicant therefor has first obtained from
the director of revenue a use of public way permit for the driveway or
driveways as prescribed by Chapter 10-20 of this code.



 









 




CENTERHEAD A



This is Flushhead B


 


		
	Item 1.	
    This is Flushhead B2



 


		
		
    This is Flushhead C



 


		
		
    This is Flushhead D



 


		
		
    This is a Flushhead E



 


		
		
    This is a Flushhead F




This is a Flushhead G



This is a Flushhead H



         
This is a sample of a P1. It has a three pica
primary indent and a zero secondary indent. This is a sample of
a P1. It has a three pica primary indent and a zero secondary
indent.




		
	 	         
    This is a sample of a P2. It has a six pica
    primary indent and a three pica secondary indent. This is a
    sample of a P2. It has a six pica primary indent and a three
    pica secondary indent.
    





			
	 	•	
    This is a sample of a P3. It has a three pica
    primary indent, small bullet and a hang of 4ens. This is a
    sample of a P3. It has a three pica primary indent, small bullet
    and a hang of 4ens. This is a sample of a P3. It has a three
    pica primary indent, small bullet and a hang of 4ens.
    





			
	 	•	
    This is a sample of a P4. It has a five pica
    primary indent, small bullet and a hang of 4ens. This is a
    sample of a P4. It has a five pica primary indent, small bullet
    and a hang of 4ens. This is a sample of a P4. It has a five pica
    primary indent, small bullet and a hang of 4ens.
    





Table Style



	 	 	 	 	 	 	 	 	 	 	 	 	 	 
			
			Year Ended August 31,
			

	Stub Boxhead*		1998		1997(1)		1996
	
		
		
		

			
			(Dollars in thousands)
					(Unaudited)
	
    
    Revenues
    

    	 	$	1,185,473	 	 	$	678,619	 	 	$	652,973	 
	 	 	 	
	 	 	 	
	 	 	 	
	 
	
    
    Expenses:
    

    	 	 	 	 	 	 	 	 	 	 	 	 
	 	
    
    Operating(10)
    

    	 	 	797,382	 	 	 	485,062	 	 	 	(73,563	)%
	 	
    
    Restructuring and other charges
    

    	 	 	65,831	 	 	 	331,697	 	 	 	—	 
	 	 	 	
	 	 	 	
	 	 	 	
	 
	 	
    
    Net income (loss)
    

    	 	$	—	 	 	$	(1.33	)	 	$	0.07	 
	 	 	 	
	 	 	 	
	 	 	 	
	 
	
    
    Weighted average common stock outstanding
    (000’s)
    

    	 	 	249,287	 	 	 	138,033	 	 	 	120,000	 











			
	 	*	
    This is an asterisk tablenote. This is an
    asterisk tablenote. This is an asterisk tablenote.
    





			
	 	(1) 	
    This is the first tablenote — this is
    the first tablenote. This is the first tablenote. This is the
    first tablenote. This is the first tablenote.
    





		
	(10) 	
    This is the second tablenote. This is the second
    tablenote. This is the second tablenote. This is the second
    tablenote. This is the second tablenote.
    





See accompanying Notes to Consolidated Financial
Statements.



MERRILL LYNCH-SPEC-1







 





[Insert Daley and George Letterhead]




January 3, 1997




	 
	BY MESSENGER

	Mr. Donald A. Petkus, President

	Unicom Thermal Technologies

	30 West Monroe Street

	Suite 500

	Chicago, Illinois 60603









	 	 	In re:     Seventh Amendment to District
              Cooling
System Use Agreement





Dear Don:




     Enclosed please find a certified copy of the Ordinance passed by the
Chicago City Council on December 11, 1996 authorizing the Seventh Amendment.



     Please feel free to contact me if you have any questions or comments.



     Continued Best Wishes.



Sincerely,




 




       John J. George




JJG: tc

Enclosure



 









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February l, 1996; and



1









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on April 16, 1996, the City Council adopted an ordinance
authorizing the
City to enter into a “Fifth Amendment to District Cooling System Use Agreement”
(the “Fifth
Amendment”; and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on October 30, 1996, the City Council adopted an ordinance
authorizing the City to enter into a “Sixth Amendment to District Cooling
System Use Agreement (the “Sixth Amendment”), (and collectively with the
Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalitics and appurtenances
(“Additional Distribution Facilities”) (i) in the City’s public ways to be
located on a portion of West Carroll Avenue, from the westerly right of way
line of Wells Street to Clark Street, the intersection of Clark Street/Carroll
Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the
City’s



2









 







public ways to be located on a portion of LaSalle Street from West Carroll
Avenue to approximately 50 feet north of West Carroll Avenue; (iii) in the
City’s public way to be located in LaSalle Street from Van Buren Street to
approximately 75 feet north of Lake Street and (iv) in City property to be
located on a portion of the former underground trolley tunnel known as the
LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake
Street to approximately 50 feet north of West Carroll Avenue as further
described and depicted in Exhibit A to this Ordinance (the “Additional
Distribution Facilities”); and



     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Exhibit A to this Ordinance;
and



     WHEREAS, the City and Grantee now desire to amend the Current Agreement to
reflect changes to Exhibits 1 and 2 to the Current Agreement and reflect the
inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional
Distribution Facilities as set forth in Exhibit A and other matters; now,
therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Seventh
Amendment to the District Cooling System Use Agreement (the “Seventh
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting



3









 







conclusive evidence of their approval and this City Council’s approval of
any such changes or revisions therein from the form of Seventh Amendment
attached hereto including, but not limited to any provisions related to tunnel
surcharge; provided, however, that no such change or revision may extend the

Additional Distribution Facilities or reduce general compensation paid to the
City contrary to the provisions of the Current Agreement as modified by the
Seventh Amendment in the form attached hereto without further action of this
City Council. Such officials may also negotiate in the Seventh Amendment such
additional environmental terms and conditions as shall be deemed desirable by
the Commissioner of the City’s Department of the Environment. In addition such
officials may also negotiate in the Seventh Amendment such changes to the
insurance terms and conditions set forth in Section 6 of the Current Agreement
as shall be deemed desirable by the City’s Risk Manager.



     SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



4









 





EXHIBIT A




     This Seventh Amendment to District Cooling System Use Agreement (the
“Seventh Amendment”), dated as of                    , 1996 (the “Effective
Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule
unit and municipality under Article VII of the Constitution of the State of
Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the
“Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100%
owned by Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” for the Grantee’s System (as such term is defined in
the Current Agreement); and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the current distribution facilities (“Current
Distribution Facilities”); and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances
(“Additional Distribution Facilities”) (i) in the City’s public ways to be
located on a portion of West Carroll Avenue, from the westerly right of way
line of Wells Street to Clark Street, the intersection of Clark Street/Carroll
Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the
City’s



1









 







public ways to be located on a portion of LaSalle Street from West Carroll
Avenue to approximately 50 feet north of West Carroll Avenue; (iii) in the
City’s public way to be located in LaSalle Street from Van Buren Street to
approximately 75 feet north of Lake Street; and (iv) in City property to be
located on a portion of the former underground trolley tunnel known as the
LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake
Street to approximately 50 feet north of West Carroll Avenue; and



     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Seventh Amendment (the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on                    , 1996 approved
execution of a Seventh Amendment to the Current Agreement in substantially the
form of this Seventh Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the Current Agreement needs to be amended to reflect the
inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional
Distributions Facilities; and



     WHEREAS, the parties also wish to modify the insurance provisions of the
Current Agreement in accordance with the provisions of the Ordinance.



     WHEREAS the City and the Grantee now desire to amend the Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



2









 





     Section 1. The above recitals are expressly incorporated herein and made a
part of this Seventh Amendment by reference as though fully set forth therein.



     Section 2. As of the Effective Date of this Seventh Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits.



     Section 3. As of the Effective Date of this Seventh Amendment, the
following definition is added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):



     “LaSalle Street Trolley Tunnel” shall mean the former street trolley
tunnel located under portions of LaSalle Street located from Randolph Street to
Hubbard Street, including crossing under the Chicago River, as shown on Exhibit
3.



     Section 4. As of the Effective Date of this Seventh Amendment, the
definition of “Public Ways” in the Current Amendment is hereby amended to read
as follows:




          “Public Ways” shall mean the surface, the air space above the
surface and the area below the surface of any right-of-way and public
street and any highway, lane, path, alley, sidewalk, boulevard, drive,
bridge, park, parkway, waterway or other public right-of-way including
public utility casements or rights-of-way in which the city has
jurisdiction, and any temporary or permanent fixtures or improvements
located thereon now or hereafter held by the City in which the City holds
rights sufficient, without consent of any other party, to permit Grantee
to use thereof for the purpose of installing or maintaining Grantee’s
District Cooling Facilities. The term “Public Ways” shall be deemed not
to include Chicago Freight Tunnels or the LaSalle Street Trolley Tunnel
or any other tunnels except as specifically referred to herein.



3









 





     Section 5. As of the Effective Date of this Seventh Amendment, the
provisions of Section 6.1 of the Current Agreement beginning with subparagraph
(A) through the remainder of said Section shall be replaced in its entirety to
read as follows:




	(A)	 	Insurance To Be Provided






	1.	 	Workers Compensation and Employers Liability Insurance






Workers Compensation and Employers
Liability Insurance, as prescribed by applicable law
covering all employees who are to provide a service
under this Agreement and Employers Liability coverage
with limits of not less than $500,000 each accident or
illness.




	2.	 	Commercial General Liability Insurance (Primary and Umbrella)






Commercial General Liability Insurance or equivalent with limits of not
less than $10,000,000 per occurrence, for bodily injury,
personal injury, and property damage liability.
Coverages shall include the following: All premises and
operations, products/completed operations (for a minimum
of two (2) years following project completion),
explosion, collapse, underground, independent
contractors, separation of insureds, defense, and
contractual liability (with no limitation endorsement).
The City of Chicago is to be named as an additional
insured on a primary, noncontributory basis for any
liability arising directly or indirectly from the work.



4









 






	3.	 	Railroad Protective Liability Insurance






When any work is to be done adjacent to railroad or
transit property, Grantee shall provide, with respect
to the operations that Grantee or subcontractors
perform, Railroad Protective Liability Insurance in the
name of the railroad or transit entity. The policy
shall have limits of not less than $2,000,000 per
occurrence, combined single limit, and $6,000,000 in
the aggregate for losses arising out of injuries to or
death of all persons, and for damage to or destruction
of property, including the loss of use thereof.




	4.	 	Automobile Liability Insurance (Primary and Umbrella)
	 
	 	 	When any motor vehicles (owned, non-owned and hired)
are used in connection with work to be performed, the
Grantee shall provide Automobile Liability Insurance
with limits of not less than $2,000,000 per occurrence,
for bodily injury and property damage.






	5.	 	Pollution Legal Liability Insurance
	 
	 	 	Pollution Legal Liability Insurance shall be provided
by Grantee for any operation at the site with limits of
not less than $1,000,000 covering all bodily injury and
property damage resulting from Pollution conditions
(including clean up costs). A claims-made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years. The City of Chicago
is to be named as an additional insured on a primary,
non-contributory basis.




5









 












	6.	 	Contractors Pollution Liability
	 
	 	 	When any construction or related work is performed
which may cause a pollution exposure, Contractors
Pollution Liability shall be provided with limits of
not less than $1,000,000 insuring bodily injury,
property damage, and environmental cleanup costs. When
policies are renewed or replaced, the policy
retroactive date must coincide with, or precede, start
of work on the Agreement. A claims made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years. The City of Chicago
shall be named as an additional insured on a primary
noncontributory basis.






	7.	 	Professional Liability Insurance
	 
	 	 	When any architects, engineers, construction managers
or other professional consultants perform work in
connection with this Agreement, Professional Liability
Insurance covering acts, errors, or omissions shall be
maintained with limits of not less than $1,000,000.
Coverage shall include contractual liability. When
policies are renewed or replaced, the policy
retroactive date must coincide with, or precede, start
of work on this Agreement. A claims-made policy which
is not renewed or replaced must have an extended
reporting period of two (2) years.




6









 












	8.	 	Self Insurance
	 
	 	 	To the extend permitted by law, Grantee may self insure
for the insurance requirements specified above, it
being expressly understood and agreed that, if the
Grantee does self insure for the above insurance
requirements, the Grantee shall bear all risk of loss
for any loss which would otherwise be covered by
insurance policies, and the self insurance program
shall comply with at least the insurance requirements
as stipulated above.






	(B)	 	Additional Requirements
	 
	 	 	The Grantee will furnish the City of Chicago, Risk Management
Department, DePaul Center, 333 South State Street, Room 400,
60604, original Certificates of Insurance evidencing the
required coverage to be in force on the date of this
Agreement, and Renewal Certificates of Insurance, or such
similar evidence, if the coverages have an expiration or
renewal date occurring during the term of this Agreement.
The Grantee shall submit evidence of insurance on the City of
Chicago Insurance Certificate Form (copy attached) or
equivalent prior to Agreement award. The receipt of any
certificate does not constitute agreement by the City that
the insurance requirements in the Agreement have been fully
met or that the insurance policies indicated on the
certificate are in compliance with all Agreement
requirements. The failure of the City to obtain certificates
or other insurance evidence from Grantee shall not be deemed
to be a waiver by the City. The Grantee shall advise all
insurers of the






7










 





Agreement provisions regarding insurance. Non-conforming
insurance shall not relieve Grantee of the obligation to
provide insurance as specified herein. Nonfulfillment of the
insurance conditions may constitute a violation of the
Agreement, and the City retains the right to stop work or
terminate this Agreement until property evidence of insurance
is provided.



The insurance shall provide for 60 days prior written notice
to be given to the City in the event coverage is
substantially changed, canceled, or non-renewed.



Any and all deductibles or self insured retentions on
referenced insurance coverages shall be borne by Grantee.



The Grantee agrees that insurers shall waive their rights of
subrogation against the City of Chicago, its employees,
elected officials, agents, or representatives.



The Grantee expressly understands and agrees that any
coverages and limits furnished by Grantee shall in no way
limit the Grantee’s liabilities and responsibilities
specified within the Agreement documents or by law.



The Grantee expressly understands and agrees that any
insurance or self insurance programs maintained by the City
of Chicago shall apply in excess of and not contribute with
insurance provided by the Grantee under the Agreement.




8









 








The required insurance shall not be limited by any
limitations expressed in the indemnification language herein
or any limitation placed on the indemnity therein given as a
matter of law.



The Grantee shall require all subcontractors to provide the
insurance required herein or Grantee may provide the
coverages for subcontractors. All subcontractors shall be
subject to the same insurance requirements of Grantee.



If Grantee or subcontractor desire additional coverages, the
Grantee and each subcontractor shall be responsible for the
acquisition and cost of such additional protection.



The City of Chicago Risk Management Department maintains the
right to modify, delete, alter or change these requirements.”



     Section 6. As of the Effective Date of this Seventh Amendment, the Title
to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels”
to “Chicago Freight Tunnels and the LaSalle Street Trolley Tunnel.”



     Section 7. As of the Effective Date of this Seventh Amendment, a new
Section 9.2 is added to the Current Agreement which reads in its entirety as
follows:




“Section 9.2




	(A)	 	LaSalle Street Trolley Tunnel. It is
acknowledged that the LaSalle Street Trolley Tunnel is
City-owned property and is a unique environment. Grantee
desires to use portions of the LaSalle Street Trolley Tunnel
to




9









 






	 	 	install Distribution Facilities. Nevertheless, for purposes
of this Agreement, to the extent any portions of the LaSalle
Street Trolley Tunnel are included as Additional Distribution
Facilities pursuant to this Agreement, all provisions of the
Agreement relating to the public Ways shall be applied to the
LaSalle Street Trolley Tunnel. Space in the LaSalle Street
Trolley Tunnel may in the future become a scarce resource.
In order to preserve the availability of the LaSalle Street
Trolley Tunnel for future grantees and permittees, the
Grantee may be required to restrict the size or sizes or be
limited in the approved location of the conduit or facilities
the Grantee constructs or installs therein in accordance with
permits issued by the Department of Transportation. The City
reserves the right to impose additional fees specifically for
the use of the LaSalle Street Trolley Tunnel not otherwise
described in this Agreement based on the dimensions and
nature of Grantee’s facilities, so long as such fees will be
applied in a nondiscriminatory and reasonable fashion to
other similar users.
	 
	(B)	 	Tunnel Agreement Required. Prior to the issuance
of permits, Grantee shall enter into such additional
agreements with the City as may be required by the Department
of Transportation regarding construction, installation,
maintenance, inspection, insurance and other related aspects
of use of the LaSalle Street Trolley Tunnel encompassing one
of the Authorized Routes. Any disputes relating to use of the
LaSalle Street Trolley Tunnel with present or future users of
the LaSalle Street Trolley




10









 






	 	 	Tunnel shall be resolved to the satisfactory of Commissioner
of the Department of Environment, the Commissioner of the
Department of Transportation and other concerned City
departments.
	 
	(C)	 	No City Obligation. The City will not be
obligated to pay any amounts to Grantee for any cost of
preparation, maintenance or improvement to the LaSalle Street
Trolley Tunnel and Grantee expressly waives any right to any
such contributions. Any use of the LaSalle Street Trolley
Tunnel shall be solely at Grantee’s risk and the City shall
not be liable in any way therefore.
	 
	(D)	 	Maintenance. Grantee further agrees to maintain
in conjunction with other users those portions of the LaSalle
Street Trolley Tunnel through which Grantee’s system is placed
or operates, or which is affected directly or indirectly by
such operations, and will keep such portions free of hazards
to the satisfaction of the City and will keep such portions of
the Trolley Tunnel passable for purposes of inspection by City
personnel or its designated agents. Grantee shall provide
reasonable cooperation to the City, its designated agents and
other users of the LaSalle Street Trolley Tunnel for
installation, construction, inspection and maintenance and
shall not interfere with such activities. The privilege
granted herein shall be maintained and used in accordance with
this Agreement, any other tunnel agreement to which Grantee is
a party, and any restrictions on the use of the LaSalle Street
Trolley Tunnel established by the Commissioner of the




11









 






	 	 	Department of Transportation and the Commissioner of the
Department of Environment.”





     Section 8. As of the Effective Date of this Seventh Amendment, pursuant to
Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement
is hereby amended in its entirety to read as follows:




“Section 5.1 General Compensation.




	(A)	 	Grantee agrees to pay the City as General
Compensation during each Compensation Year for the use of the
Public Ways throughout the duration of this Agreement (subject
to the City’s rights of adjustment set forth in Section 2.3
hereof) a sum equal to the General Compensation as set forth
below. The General Compensation during the Compensation Year
ending December 31, 1995 shall be the greater of $50,000 or
two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending
December 31, 1996 shall be the greater of $140,000 or two
percent (2%) of Grantee’s Total Gross Billings. The General
Compensation during the Compensation Year ending December 31,
1997 shall be the greater of $320,000 or 2% of Grantee’s Total
Gross Billings (including for 1997 and all future Compensation
Years amounts generated by the Third Plant). For the 1998
Compensation Year (subject to adjustments made pursuant to
Section 7.1.2), the General Compensation fees shall be the
greater of $320,000, or 2% of Total Gross Billings (subject to
adjustments made pursuant to Section 7.1.2). For each
Compensation Year beginning with the 1999




12









 






	 	 	Compensation Year the General Compensation fee shall be two
percent (2%) of Total Gross Billings; but in no case shall
the General Compensation for any Compensation Year beginning
with 1999 be less $320,000 (subject to adjustment pursuant to
Section 7.1.2 hereof), adjusted for the rate of inflation
during the preceding Compensation Year pursuant to the
Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the
City’s right of adjustment set forth in Section 2.3 hereof,
as applicable.”
	 
	(B)	 	In addition to clause (A), Grantee shall pay a
surcharge for use of the portion of the LaSalle Street Trolley
Tunnel authorized by the City to be used for Additional
Distribution Facilities sufficient for cost recovery by the
City of pro rata costs of inspecting, maintaining, improving
and operating the LaSalle Street Tunnel, such surcharge to be
determined in a nondiscriminatory and reasonable fashion among
similar users by the Commissioner of the Department of
Transportation and the Commissioner of the Department of the
Environment. Such surcharge rate or rates shall be published
by said departments on an annual basis and provided to Grantee
and other users of the LaSalle Street Trolley Tunnel on an
annual basis. It is estimated that the initial surcharge for
Grantee for use of the LaSalle Street Tunnel for its
Additional Distribution Facilities as set forth herein in 1997
shall be $30,000.





     Section 9. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is



13









 




employed by Grantee or has a personal financial or economic interest
directly or indirectly in this Agreement or any contract or subcontract
resulting therefrom or in the privileges to be granted hereunder except as may
be permitted in writing by the Board of Ethics established pursuant to the
Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity
or offer of employment shall be made in connection with this ordinance by or on
behalf of any contractors to the Grantee or higher tier subcontractors or
anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of said Chapter 2-156 shall be voidable as
to the City.




     Section 10. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 11. It shall be the duty of Grantee, all contractors, and all
officers, directors, agents, partners, and employees of Grantee to cooperate
with the Inspector General in any investigation or hearing undertaken pursuant
to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the
provision and require understanding and compliance herewith.



     Section 12. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



14









 





     Section 13. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 14. Except as expressly modified in this Seventh Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Seventh Amendment, all defined terms in the Agreement are used in the
Seventh Amendment with the same meaning that such terms have in the Current
Agreement.



15









 





     IN WITNESS WHEREOF, the City has caused this Seventh Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and scaled the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Environment
	Reviewed as to form and legality:
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	Assistant Corporation Counsel

	 	 	 	TITLE:
	 	Director of the
	

	 	 	 	 	 	Department of Revenue
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Transportation
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	

	 	 	 	TITLE:
	 	 President







16









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or
less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Madison Street. In
Adams Street from LaSalle Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping: 

	 	In Van Buren Street, from Wacker Drive to Franklin Street.
In Franklin Street from Van Buren Street to Jackson
Boulevard. In Franklin Street from Washington Boulevard to
Randolph Street. In Jackson Boulevard, from Franklin
Street to Dearborn Street. In LaSalle Street, from
approximately 75 feet north of Lake Street to Van Buren
Street. In Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street. In Madison
Street, from LaSalle Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue. In
West Carroll Avenue, from the westerly right of way line of
Wells Street to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. In LaSalle Street from West Carroll Avenue
to approximately 50 feet north of West Carroll Avenue.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in
the Blue Cross Blue Shield Building)







1









 






	 	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water
Street. In South Water Street, from Columbus Drive to
Garland Court. In Garland Court, from South Water Street
to Lake Street. In Lake Street, from Garland Court to
LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



2









 






EXHIBIT 2
















1









 








Document No. 096-2474




 




[Official stamp by the City Council of the City of Chicago]




 




APPROVED








CORPORATION COUNSEL



 



APPROVED








Mayor



2









 







EXHIBIT 3










1









 








STATE OF ILLINOIS,   )

     County of Cook.         )ss.



     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook
and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a
true and correct copy of that certain ordinance now on file in my office
concerning authorization for execution of Seventh Amendment to District Cooling
System Use Agreement with Unicom Thermal Technologies (formerly Northwind
Incorporated).



     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the eleventh (11th) day of December,
A.D. 1996 and deposited in my office on the eleventh (11th) day of December,
A.D. 1996.



     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result
of said vote so taken was as follows, to wit: Yeas 49, Nays None.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without delay, by the City Clerk of the said City of Chicago, and that the said
Mayor did approve and sign the said ordinance on the eleventh
(11th) day of
December, A.D. 1996.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.




     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate

seal of the City of Chicago aforesaid,
at the said City, in the County and State aforesaid, this
twenty-seventh (27th) day of December, A.D. 1996.




[L.S.]








	 	 	 
	

	 	/s/ James
J. Laski


	

	 	

James J. Laski, City Clerk












 










 






     This Eighth Amendment to District Cooling System Use Agreement (the
“Eighth Amendment”), dated as of May 1, 1997 (the “Effective Date”) by and
between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”)
and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtances in
the City’s public ways to be used exclusively in the provision of District
Cooling Services and to be located within a portion of Franklin Street from
Randolph Street to approximately 300 feet south of the south line of West
Madison Street; within Monroe Street from LaSalle Street to Clark Street;
across and under Kinzie Street from the Merchandise Mart to the building
commonly known as 400 N. Franklin Street for piping with a maximum trench-width
of six (6) feet to be located west of the Franklin
Street/Kinzie Street intersection and east of the Orleans Street/Kinzie
Street intersection; across



1









 







and under Orleans Street from the Merchandise Mart
to the Apparel Center for piping with a maximum trench-width of six (6) feet to
he located south of the Kinzie Street/Orleans Street intersection and north of
the Chicago River; (collectively, the “Additional Distribution Facilities”);
and



     WHEREAS, Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Eighth Amendment (the “Amended Exhibits”); and



     WHEREAS, the Current Agreement needs to be amended to clarify that certain
City property located within the authorized routes may be used in relation to
the construction, installation, operation and maintenance of Current
Distribution Facilities in the LaSalle Street Trolley Tunnel; and



     WHEREAS, the City Council of the City on February 7, 1997 approved
execution of a Eighth Amendment to the Current Agreement in substantially the
form of this Eighth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Eighth Amendment by reference as though fully set forth herein.



     Section 2. As of the Effective Date of this Eighth Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits. It is
agreed by Grantee that the



2









 







Additional Distribution Facilities shall be sized
for and used solely for the provision of District Cooling Services. Building
permits shall be obtained as required by the building provisions of the
Municipal Code of Chicago.



     Section 3. As of the Effective Date of this Eighth Amendment, a new
Section 9.2 (E) is added to the Current Agreement which reads in its entirety
as follows:




     “(E) Access to LaSalle Street Trolley Tunnel




     “In connection with the use of portions of the LaSalle Street
Trolley Tunnel as set forth in this Section 9.2, Grantee is authorized to
construct and install portions of its Additional Distribution System in
existing City owned access shafts or construct new access shafts
penetrating the LaSalle Street Trolley Tunnel and located or to be
located within the Authorized Routes, to locate a portion of its
Additional Distribution System under portions of a City-owned parking
garage located under LaSalle Street, all as shown on Exhibit 3 (“Access
Facilities”) and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities therein and thereunder;
subject, however to obtaining and acting pursuant to any and all City
permits required in connection therewith. For purposes of this
Agreement, all applicable provisions of the Agreement relating to the
Public Ways shall be applied to the Access Facilities and the provisions
of Sections 9.2(A) through (D) applicable to the LaSalle Street Trolley
Tunnels shall be applicable to the Access Facilities. This Section 9.2
(E) is intended to clarify the existing provisions of the Current
Agreement and not to provide expanded privileges to Grantee.”



     Section 4. At the end of Section 6.1 of the Agreement the following
paragraph shall be added. “The foregoing requirements are supplementary to
requirements for insurance set forth in



3









 







Chapter 10-20, et. seq. of the Code to
the extent such requirements are not included herein, Grantee shall also meet
such requirements of the Code and of Chapter 10-20 et. seq. upon notice of such
additional requirement from the City.”



     Section 5. At the end of Section 6.11 of the Agreement the following
sentence shall be added. “Despite the foregoing the Indemnified Parties may
not be indemnified to the extent a court of final adjudication determines that
a loss or portion thereof to be indemnified has been caused by willful
misconduct of the City or such Indemnified Parties.”



     Section 6. At the end of Section 7.2.3. of the Agreement the following
sentence shall be added. “Grantee shall also obtain a public way work license
as required under Chapter 10-20 et. seq. of the Code, if required thereunder
and a letter of credit in such amount as may be required under said Chapter
10-20 and attendant regulations.”



     Section 7. Section 7.5 of the Agreement shall be amended to include a new
sentence at the end of the section which shall read as follows: “The provisions
contained in this Section 7 are supplemental to and not in substitution of
applicable provisions of Chapter 10-20 et. seq. of the Code and attendant
regulation, including the procurement of a letter of credit consistent with and
pursuant to Chapter 10-20 of the Code and attendant regulations.”



     Section 8. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Agreement or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to
the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment,
gratuity or offer of employment shall be made in connection with this ordinance
by or on behalf of any contractors



4









 







to the Grantee or higher tier subcontractors
or anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of said Chapter 2-156 shall be voidable as
to the City.



     Section 9. Neither Grantee nor its contractors shall he in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 10. It shall he the duty of Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
Grantee to cooperate with the Inspector General in any investigation or hearing
undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its
contractors of the provision and require understanding and compliance herewith.



     Section 11. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 12. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business
operations in Northern Ireland in accordance with the MacBride Principles
for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws
3220).



5









 







     Section 13. Except as expressly modified in this Eighth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Eighth Amendment, all defined terms in the Agreement are used in the
Eighth Amendment with the same meaning that such terms have in the Current
Agreement.



6









 





     IN WITNESS WHEREOF, the City has caused this Eighth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)








	 	 	 	 	 
	 	 	CITY OF CHICAGO
	/s/ James J. Laski
	 	 	 	 
	


	 	By:
	 	/s/ [ILLEGIBLE]



	City Clerk

	 	TITLE :
	 	Commissioner of the Department
	

	 	 	 	Of Environment
	 
	 	 	 	 
	

	 	By:
	 	/s/ [ILLEGIBLE]



	

	 	TITLE:
	 	Director of the
	

	 	 	 	Department of Revenue
	 
	 	 	 	 
	

	 	By:
	 	/s/ [ILLEGIBLE]



	

	 	TITLE:
	 	Commissioner of the
	

	 	 	 	Department of Transportation
	 
	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 
	/s/ [ILLEGIBLE]


	 	 	 	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	 
	 	By:
	 	/s/ [ILLEGIBLE]



	/s/
Carol Sherman



	 	TITLE:	 	President
	Assistant
Secretary

	 	 	 	 











7









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle
Street to Michigan Avenue
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street
to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of
the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn
Street. Within LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street.
In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In
Madison Street, from LaSalle Street to Clark Street. Within Monroe Street from LaSalle Street to
Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll
Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark
Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West
Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly
known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located
west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for
piping with a







8









 






	 	 	 
	

	 	maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans
Street intersection and north of the Chicago River.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street,
from Garland Court to LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



9









 










10









 
















11









 








[LETTERHEAD OF DALEY AND GEORGE, LTD.]




February 14, 1997




Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603





	 	 	 
	In re:

	 	Eighth Amendment to District
	

	 	Cooling System Use Agreement







Dear Don:




     Enclosed please find a certified copy of the Ordinance passed by the
Chicago City Council on February 7, 1997 authorizing the execution of the
Seventh Amendment.



     This is an important document and should be retained in your permanent
records.



     Continued Best Wishes.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John J. George







JJG:rk

Enclosure

cc: Richard Ryall




12









 








ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



1









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”) (and collectively with
the Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances in
the City’s public ways to be used exclusively in the provision of District
Cooling Services (as that term is defined in the Current Agreement) and to be
located within a portion of Franklin Street from Randolph Street



2









 







to approximately 300 feet south of the south line of West Madison Street;
within Monroe Street from LaSalle Street to Clark Street; across and under
Kinzie Street from the Merchandise Mart to the building commonly known as 400
North Franklin Street for piping with a maximum trench-width of six (6) feet to
be located west of the Franklin Street/Kinzie Street intersection and east of
the Orleans Street/Kinzie Street intersection; across and under Orleans Street
from the Merchandise Mart to the Apparel Center for piping with a maximum
trench-width of six (6) feet to be located south of the Kinzie Street/Orleans
Street intersection and north of the Chicago River (collectively the
“Additional Distribution Facilities”); and



     WHEREAS, Grantee desires to amend Exhibits l and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Eighth Amendment (the “Amended Exhibits”); and



     WHEREAS, the Current Agreement needs to he amended to clarify that certain
City property located within the authorized routes maybe used in relation to
the construction and installation, operation and maintenance of Current
Distribution Facilities in the LaSalle Street Trolley Tunnel; now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of tire
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, an Eighth
Amendment to the District Cooling System Use Agreement (the



3









 







“Eighth Amendment”) substantially in the form attached hereto as Exhibit
A, subject to such changes as shall be approved by the officials executing the
same, their execution constituting conclusive evidence of their approval and
this City Council’s approval of any such changes or revisions therein from the
form of Eighth Amendment attached hereto; provided, however, that no such
change or revision may extend the Additional Distribution Facilities or reduce
general compensation paid to the City contrary to the provisions of the Current
Agreement as modified by the Eighth Amendment in the form attached hereto
without further action of this City Council. Such officials may also negotiate
in the Eighth Amendment such additional environmental terms and conditions as
shall be deemed desirable by the Commissioner of the City’s Department of the
Environment. In addition such officials may also negotiate in the Eighth
Amendment such changes to the insurance terms and conditions set forth in
Section 6 of the Current Agreement as shall he deemed desirable by the City’s
Risk Manager. The Commissioner of the City’s Department of Transportation is
authorized to execute any agreements related to the tunnel described in the
Current Agreement.



     SECTION 3: This Ordinance shall he in full force and effect upon its
passage and approval.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



4









 





EXHIBIT A




     This Eighth Amendment to District Cooling System Use Agreement (the
“Eighth Amendment”), dated as of                    , 1997 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”)
and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City of Chicago and the Grantee have entered into that
certain District Cooling System Use Agreement dated as of October 1, 1994, as
amended (the “Current Agreement”), which grants to the Grantee the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtances in
the City’s public ways to be used exclusively in the provision of District
Cooling Services and to be located within a portion of Franklin Street from
Randolph Street to approximately 300 feet south of the south line of West
Madison Street; within Monroe Street from LaSalle Street to Clark Street;
across and under Kinzie Street from the Merchandise Mart to the building
commonly knows as 400 N. Franklin Street for piping with a maximum trench-width
of six (6) feet to he located west of the Franklin



1









 







Street/Kinzie Street intersection and east of the Orleans Strect/Kinzie
Street intersection; across and under Orleans Street from the Merchandise Mart
to the Apparel Center for piping with a maximum trench-width of six (6) feet to
be located south of the Kinzie Street/Orleans Street intersection and north of
the Chicago River; (collectively, the “Additional Distribution Facilities”);
and



     WHEREAS, Grantee desires to amend the Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Eighth Amendment (the “Amended Exhibits”); and



     WHEREAS, the Current Agreement needs to be amended to clarify that certain
City property located within the authorized routes may be used in relation to
the construction, installation, operation and maintenance of Current
Distribution Facilities in the LaSalle Street Trolley Tunnel; and



     WHEREAS, the City Council of the City on                     approved
execution of a Eighth Amendment to the Current Agreement in substantially the
form of this Eighth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS the City and the Grantee now desire to amend the Current Agreement
on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Eighth Amendment by reference as though fully set forth herein.



2









 





     Section 2. As of the Effective Date of this Eighth Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits. It is
agreed by Grantee that the Additional Distribution Facilities shall be sized
for and used solely for the provision of District Cooling Services. Building
permits shall be obtained as required by the building provisions of the
Municipal Code of Chicago.



     Section 3. As of the Effective Date of this Eighth Amendment, a new
Section 9.2 (E) is added to the Current Agreement which reads in its entirety
as follows:




     “(E) Access to LaSalle Street Trolley Tunnel




     “In connection with the use of portions of the LaSalle Street
Trolley Tunnel as set forth in this Section 9.2, Grantee is authorized to
constrict and install portions of its Additional Distribution System in
existing City owned access shafts or construct new access shafts
penetrating the LaSalle Street Trolley Tunnel and located or to be
located within the Authorized Routes, to locate a portion of its
Additional Distribution System under portions of a City-owned parking
garage located under LaSalle Street, all as shown on Exhibit 3 (“Access
Facilities”) and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities therein and thereunder;
subject, however to obtaining and acting pursuant to any and all City
permits required in connection therewith. For purposes of this Agreement,
all applicable provisions of the Agreement relating to the Public Ways
shall be applied to the Access Facilities and the provisions of Sections
9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels shall
be applicable to the Access Facilities. This Section 9.2 (E) is intended
to clarify the existing provisions of the Current Agreement and not to
provide expanded privileges to Grantee.”



3









 





     Section 4. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Agreement or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No
payment, gratuity or offer of employment shall be made in connection with this
ordinance by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of said Chapter 2-156 shall
be voidable as to the City.



     Section 5. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 6. It shall be the duty of Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
Grantee to cooperate with the Inspector General in any investigation or hearing
undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its
contractors of the provision and require understanding and compliance herewith.



     Section 7. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois.



4









 







Grantee has provided the City with the Disclosure of Ownership Interest
Affidavit for the Grantee.



     Section 8. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 III. Laws 3220).



     Section 9. Except as expressly modified in this Eighth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof. Except as set forth in
this Eighth Amendment, all defined terms in the Agreement are used in the
Eighth Amendment with the same meaning that such terms have in the Current
Agreement.



5









 





     IN WITNESS WHEREOF, the City has caused this Eighth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.


(SEAL)



	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	


	 	By:
	 	

	City Clerk

	 	TITLE :
	 	Commissioner of the Department of Environment
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	TITLE:
	 	Director of the Department of Revenue
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	TITLE:
	 	Commissioner of the Department of Transportation
	 
	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	TITLE :
	 	President







6









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to he constructed in
the Public Ways and at the Approved Plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast comer of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle
Street to Michigan Avenue.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of S. Franklin Street and W. Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street
to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of
the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn
Street. Within LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street.
In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In
Madison Street, from LaSalle Street to Clark Street. Within Monroe Street, from LaSalle Street to
Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll
Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark
Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West
Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly
known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located
west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for
piping with a







7









 






	 	 	 
	

	 	maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago
River.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street,
from Garland Court to LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in constriction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



8









 





EXHIBIT 2









 









 








EXHIBIT 3













10









 









     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of
Unicom Enterprises, Inc.




     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom
Corporation.




     Unicom Corporation is a New York Stock Exchange traded public
company.



 









 





DISCLOSURE OF OWNERSHIP INTEREST




Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago all grantees/proposers shall provide the
following information with their proposal. Notwithstanding, the Corporation
Counsel may require an additional information which is reasonably intended to
achieve full disclosure of ownership interests from grantee or proposer. Every
question must be answered. If the question is not applicable, answer with
“NA.” If the answer is none, please answer “None.” Note: The person preparing
Section I, II, III, IV or V of this statement must sign the bottom of Page 4
before a Notary Public.



	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Thermal Technologies, Inc.
	 
	 	 
	Grantee/ Proposer Address:

	 	30 West Monroe, Suite 500
	 
	 	 
	

	 	Chicago, Illinois 60603







	 	 	 	 	 	 	 
	Grantee/ Proposer is a:

	 	(x)Corporation;
	 	(  )Sole Proprietor;
	 	(  )Partnership;
	(Check One)

	 	(  ) Not-for Profit Corporation
	 	(  )Joint Venturer*;
	 	(  )Other;








	*	 	Each Joint Venture Partner must submit a completed Disclosure of Ownership
Interest.





SECTION I - FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES
(x) NO (  )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	Mr. James J. O’Connor

	 	Chairman of the
Board Director/
Officer
	 	Mr. Don Petkus
	 	President

Director/ Officer
	 
	 	 	 	 	 	 
	Mr. Samuel Skinner

	 	Director
	 	Mr. William Downey
	 	Director
	 
	 	 	 	 	 	 
	Mr. Robert Manning

	 	Director
	 	Mr. John Bukovski
	 	Director
	 
	 	 	 	 	 	 
	Mr. Leo Mullin

	 	Director/Officer
	 	Mr. David Scholz
	 	Officer
	

	 	 	 	Mr. Dennis O’Brien
	 	Officer








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	



	 	


	 	%

	 
	 	 	 	 
	



	 	


	 	%

	 
	 	 	 	 
	



	 	


	 	%

	 
	 	 	 	 
	



	 	


	 	%









 









 





DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES (x) NO (  )





          If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 







NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.



SECTION II - PARTNERSHIPS




	 	 	 
	

	 	N/A







If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:



	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest
	 
	 	 
	



	 	%

	 
	 	 
	



	 	%

	 
	 	 
	



	 	%

	 
	 	 
	



	 	%

	 
	 	 
	



	 	%

	 
	 	 
	



	 	%








 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III - SOLE PROPRIETORSHIPS




N/A





	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





     YES
( )    NO ( )    If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)













































	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





























SECTION IV - LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES





	 	 	If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.





























3









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V NOT FOR PROFIT CORPORATIONS




N/A





	a.	 	Incorporated in the State of                                                 
	 
	b.	 	Authorized to do business in the State of Illinois: YES (
)    NO (  )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	
 

	 	
 
	 	
 
	 	
 








	NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.





	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 
	

	 	 	 	 	)	 	 	SS.
	COUNTY OF

	 	Cook
	 	 	)	 	 	 







This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.







(Signature of Persons Making Statement)




David A. Scholz



Name of Person Making Statement (Print or Type)




Corporate Secretary



Title


Subscribed to before me this 17 day of January A.D., 19 97






(Notary Public Signature)



4









 






DISCLOSURE OF OWNERSHIP INTEREST




Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the Corporation
Counsel may require an additional information which is reasonably intended to
achieve full disclosure of ownership interests from grantee or proposer. Every
question must be answered. If the question is not applicable, answer with
“NA.” If the answer is none, please answer “None.” Note: The person preparing
Section I, II, III, IV or V of this statement must sign the bottom of Page 4
before a Notary Public.



	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Enterprises, Inc.
	 
	 	 
	Grantee/ Proposer Address: 

	 	10 South Dearborn, 37th Floor
	 
	 	 
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 
	Grantee/ Proposer is a:

	 	(x)Corporation;
	 	(  )Sole Proprietor;
	 	(  )Partnership;
	(Check One)

	 	(  ) Not-for Profit Corporation
	 	(  )Joint Venturer*;
	 	(  )Other;






	*	 	Each Joint Venture Partner must submit a completed Disclosure of Ownership
Interest.





SECTION I - FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES
(x)  NO ( )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation
(or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	Mr. James J. O’Connor

	 	Director/ Officer
	 	Mr. John C. Bukovski
	 	Director
	 
	 	 	 	 	 	 
	Mr. Samuel Skinner

	 	Director/ Officer
	 	Mr. William H. Downey
	 	Director
	 
	 	 	 	 	 	 
	Mr. Leo Mullin

	 	Director/ Officer
	 	Mr. David A. Scholz
	 	Officer
	 
	 	 	 	 	 	 
	Mr. Robert Manning

	 	Director
	 	Mr. Dennis O’Brien
	 	Officer








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	



	 	


	 	 %

	 
	 	 	 	 
	



	 	


	 	 %

	 
	 	 	 	 
	



	 	


	 	 %

	 
	 	 	 	 
	



	 	


	 	 %









 









 





DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES ( x ) NO ( )





         If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	








NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II - PARTNERSHIPS




If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	


	 	

	 	 	%	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III - SOLE PROPRIETORSHIPS




N/A





	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





         YES
( )  NO ( )  If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





























SECTION IV LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES




If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.





























 









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V NOT FOR PROFIT CORPORATIONS




N/A




a. Incorporated in the State of _________________________________________




b. Authorized to do business
in the State of Illinois: YES ( )  NO ( )




c. Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):




	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	








NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 
	

	 	 	 	 	)	SS.
	COUNTY OF

	 	Cook
	 	 	)	 







This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.








(Signature of Persons Making Statement)




David A. Scholz





Name of Person Making Statement (Print or Type)




Corporate Secretary





Title




Subscribed to before me this 17 day of January A.D., 1997









(Notary Public Signature)




 









 








DISCLOSURE OF OWNERSHIP INTEREST




Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 
	Grantee/ Proposer Name:
	 	Unicom Enterprises, Inc.
	 
	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn
	 
	 	 
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 
	Grantee/ Proposer is a:

	 	(x)Corporation;
	 	(  )Sole Proprietor;
	 	(  )Partnership;
	(Check One)

	 	(  ) Not-for Profit Corporation
	 	(  )Joint Venturer*;
	 	(  )Other;







            *Each Joint Venture Partner must submit a completed Disclosure of Ownership
Interest.



SECTION I - FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES (x)  NO ( )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation
(or Attach List):





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name (Print or Type)

	 	Title (Print or Type)
	 	Name (Print or Type)
	 	Title (Print or Type)
	See Attached

	 	Directors	 	 	 	 
	
	 	
	 	

	 	

	 
	 	 	 	 	 	 
	See Attached

	 	Officers	 	 	 	 
	
	 	
	 	

	 	









	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST





	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES ( ) NO ( )





         If “yes,” submit a Disclosure of Ownership Interests form for each of said
corporations.




	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	
All shareholders are below 10% as per May 22, 1996 Proxy.	 	 	 	 	 	 
		 	 	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	








NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II - PARTNERSHIPS




N/A




If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III - SOLE PROPRIETORSHIPS




N/A





	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





         YES
( )  NO ( )  If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





SECTION IV - LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES




N/A




If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.





























 









 








DISCLOSURE OF OWNERSHIP INTERESTS




SECTION V NOT FOR PROFIT CORPORATIONS




N/A





	a.	 	Incorporated in the State of
__________________________________
	 
	b.	 	Authorized to do business in the State of Illinois: YES ( )  NO ( )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	Title (Print or Type)
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	








NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.



	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 
	

	 	 	 	       ) SS.

	COUNTY OF

	 	Cook
	 	 	)	 







This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.








(Signature of Persons Making Statement)




David A. Scholz









Name of Person Making
Statement (Print or Type)




Corporate Secretary





Title




Subscribed to before me this 17 day of January A.D., 1997









(Notary Public Signature)




 









 








Disclosure of Ownership Interests




Attachment




The following list will provide the names of the Directors of Unicom
Corporation:



Jean Allard

Edward A. Brennan

James Compton

Sue Gin

Donald Jacobs

Edgar D. Jannotta

George Johnson

Edward Mason

Leo Mullin

James J. O’Connor

Frank Olson

Samuel Skinner

Bruce DeMars



The following list represents the current Officers:




James J. O’Connor

Samuel Skinner

Donald Petkus

John Bukovski

Roger Kovack

Dennis O’Brien

David Scholz

John T. Costello

Leo Mullin



 









 





GRANTEE’S AFFIDAVIT





	Instructions:	 	FOR USE WITH A PRIVILEGE GRANTED BY THE CITY. Every Grantee must complete
this Grantee’s Affidavit. Special attention should be paid to Sections I (pp. 1 to 4), II
(pp. 4 and 5), and III and IV A..2 (p.9) which require the Grantee to provide certain
information to the City. The Grantee must sign the appropriate line in Section II C
(p.6), Section III.A (p.8) and Section IV (p.9) and must complete and sign before a notary
public the Verification, Section VI (p.11). Please note that in the event the Grantee is
a joint venture, the joint venture and each of the joint venture partners must submit a
completed Grantee’s Affidavit. In the event that the Grantee is unable to certify to any
of the statements contained herein Grantee must contact the City of Chicago (the “City”)
and provide a detailed factual explanation of the circumstances leading to the Grantee’s
inability to so certify.





	 	 	 	 	 
	The undersigned

	 	Donald A. Petkus
	, as	President & CEO
	

	 	
 
	 	
 
	

	 	(Name)
	 	(Title)







	 	 	 	 	 
	

	 	Unicom Thermal	 	 
	and on behalf of

	 	Technologies, Inc.
	 	(“Grantee”) having been duly sworn under oath
	

	 	(Business Name)	 	 







Certifies that:





	I.	 	DISCLOSURE OF OWNERSHIP INTERESTS






	 	 	Pursuant to Chapter 2-154 of the Municipal Code of Chicago (the
“Municipal Code”), all affiants shall provide the following information
with their proposal. If the question is not applicable, answer with
“NA.” If the answer is none, please answer “none.”





	 	 	 	 	 
	Proposer is a:

	 	[X] Corporation
	 	[  ] Sole Proprietor
	(Check One)

	 	[  ] Partnership
	 	[  ] Not-for-Profit-Corporation
	

	 	[  ] Joint Venture
	 	[  ] Other







 









 






SECTION 1. FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois YES [
X ]  NO [    ]
	 
	c.	 	Names of all officers of corporation (or Attach
List):   Names of all directors of
corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Name (Print or Type)
	 
	 	 	 	 	 	 
	SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	









	d.	 	If the corporation has fewer than 100
shareholders indicate here or attach a list of names and
addresses of all shareholders and the percentage interest of
each.





	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 








	e.	 	Is the corporation owned partially or completely
by one or more other Corporations: YES [ X ] NO  [    ]
	 
	 	 	If “yes,” provide the above information, as applicable, for each
of said corporations. SEE ATTACHED DISCLOSURE OF OWNERSHIP
INTEREST OF UNICOM CORPORATION and UNICOM ENTERPRISES, INC.
	 
	f.	 	If the corporation has 100 or more shareholders,
indicate here or attach a list of names and addresses of all
shareholders owning shares equal to or in excess of 7.5% of
the proportionate ownership of the corporation and indicate
the percentage interest of each.





	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	


	 	

	 	

	 	 	%	 







 









 






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholder owns 7.5% of the shares, the requirements of this Section 1 would
be satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of
the corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION 2. PARTNERSHIPS




NA




If the affiant is a partnership, indicate the name of each partner and the
percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partners (Print or Type)	 	Percentage Interest	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 
	 
	 	 	 	 	 	 
	


	 	

	 	 	%	 







SECTION 3. SOLE PROPRIETORSHIPS




NA





	a.	 	The affiant is a sole proprietor and is not
acting in any representative capacity in behalf of any
beneficiary: YES [ ] NO [ ] If NO, complete items b. and c.
of this Section 3.
	 
	b.	 	If the sole proprietorship is held by an agent(s)
or a nominee(s), indicate the principal(s) for whom the agent
or nominee hold such interest.





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is
constructively controlled by another person or legal entity
state the name and address of such person or entity possessing
such control and the relationship under which such control is
being or may he exercised:


















 









 








SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES  NA




If the affiant is a land trust, business trust, estate or other similar
commercial or legal entity, identify any representative, person or entity
holding legal title as well as each beneficiary in whose behalf title is held
including the name, address and percentage of interest of each beneficiary.











SECTION 5. NOT-FOR-PROFIT CORPORATIONS




NA





	a.	 	incorporated in the State of
                                          
	 
	b.	 	Authorized to do business in the State of
Illinois YES [ ]  NO [ )
	 
	c.	 	Names of all officers of corporation (or Attach
List): Names of all directors of corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Name (Print or Type)
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	 
	 	 	 	 	 	 
	


	 	

	 	

	 	








NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code, the
Corporation Counsel may require any such additional information from any entity
to achieve full disclosure relevant to the proposal. Further, pursuant to
Chapter 2-154, Section 2-154-020 of the Municipal Code, any material Change in
the information required above must be provided by supplementing this statement
at any time up to the time the City Council of the City (the “City Council”)
takes action on the proposal.





	II.	 	GRANTEE CERTIFICATION






	A.	 	GRANTEE
	 
	1.	 	The Grantee, its Contractor or any subcontractor to be used
in the performance of this agreement, or any affiliated entity1 of
the Grantee’s Contractor or any such subcontractor, or any
responsible official thereof, or any other official, agent or
employee of the Grantee, its Contractor, any such subcontractor or
any such affiliated entity1, acting pursuant to the direction or
authorization of a responsible official thereof has not, during a
period of 3 years prior to the date of execution of this
certification:






	a.	 	Bribed or attempted to bribe, or been convicted
of bribery or attempting to bribe a public officer or employee
of the City of Chicago, the State of Illinois, any agency of
the federal government or any state or local government in the
United States (if an officer or employee, in that officer’s or
employee’s official capacity); or






 










 






	b.	 	Agreed or colluded, or been convicted of
agreement of collusion among bidders or prospective bidders in
restraint of freedom of competition by agreement to bid a
fixed price or otherwise; or
	 
	c.	 	Made an admission of guilt of such conduct
described in l(a) and (b) above which is matter of record but
has not been prosecuted for such conduct.






	2.	 	The Grantee, its Contractor or any agent, partner, employee
or officer of the Grantee or its Contractor is not barred from
contracting with any unit of state or local government as a result
of engaging in or being convicted of bid-rigging3 in violation of
Section 3 of Article 33E of the Illinois Criminal Code of 1961, as
amended (720 ILCS 5/33E-3), or any similar offense of any state or
the United States which contains the same elements as the offense of
bid-rigging3 during a period of five years prior to the date of
submittal of this bid, proposal or response2.
	 
	3.	 	The Grantee, its Contractor or any agent, partner, employee
or officer of the Grantee or its Contractor is not barred from
contacting with any unit of state or local government as a result of
engaging in or being convicted of bid-rotating4 in violation of
Section 4 of Article 33E of the Illinois Criminal Code of 1961, as
amended (720 ILCS 5/33E-4), or any similar offense of any state or
the United States which contains the same elements as the offense of
bid-rotating4.
	 
	4.	 	The Grantee or its Contractor understands and will abide by
all provisions of Chapter 2-56 of the Municipal Code entitled
“Office of Inspector General” and all provisions of Chapter 2-156 of
the Municipal Code entitled “Governmental Ethics.”
	 
	B.	 	CONTRACTOR AND SUBCONTRACTORS
	 
	1.	 	The Grantee has obtained from all Contractors and
subcontractors to be used in the performance of this agreement,
known by the Grantee at this time, certifications in form and
substance equal to Section I of this Grantee’s Affidavit. Based on
such certification(s) any other information known or obtained by the
Grantee, the Grantee is not aware of any such Contractor,
subcontractor, subcontractor’s affiliated entity1, or any agent
partner, employee or officer of such Contractor, subcontractor or
subcontractor’s affiliated entity1 having engaged in or been
convicted of: (a) any of the conduct described in Section II.A.1(a)
or (b) of this certification, (b) bid-rigging3, bid-rotating4, or
any similar offense of any state or the United States which contain
the same elements as bid-rigging and bid-rotating, or having made an
admission of guilt of the conduct described in Section II.A.1 (a) or
(b) which is a matter of record but has/have not been prosecuted for
such conduct.
	 
	2.	 	The Grantee will, prior to using them as Contractors,
subcontractors, obtain from all subcontractors to be used in the
performance of this contract, but not yet known by the Grantee at
this time, certifications in form and substance equal to this
certification. The Grantee shall not, without the prior written
permission of the City, use any of such Contractors, subcontractors
in the performance of this contract if the Grantee, based on such
certifications or any other information known or obtained by
Grantee, becomes aware of such Contractor, subcontractor,
subcontractor’s affiliated entity1 having engaged in or been
convicted of: (a) and of the conduct described in Section II.A.1 (a)
or (b) of this certification; or (b) of bid-rigging3, bid-rotating4
or any similar offense of any state or the United States which
contains the same elements as bid-rigging or bid-rotating or




 









 






	 	 	having made an admission of guilt of the conduct described in
Section II.A.1(a) or (b) which is a matter of record but has/have
not been prosecuted for such conduct.
	 
	3.	 	The Grantee will maintain on file for the duration of the
contract all certifications required by Section II.B (1) and (2)
above, for all Contractors or subcontractors to be used in the
performance of this contract and will make such certifications
promptly available to the City of Chicago upon request.
	 
	4.	 	The Grantee will not, without the prior written consent of
the City, use as Contractors or subcontractors any individual, firm,
partnership, corporation, joint venture or other entity from whom
the Grantee is unable to obtain a certifications promptly available
to the City upon request.
	 
	5.	 	Grantee hereby agrees, if the City so demands, to terminate
its contract or subcontract with any subcontractor, if such
Contractor or subcontractor was ineligible at the time that the
subcontract was entered into for award of such subcontract under Ch.
2-92, Section 2-92-320 of the Municipal Code, or if applicable,
under Section 33-E of Article 33 of the State of Illinois Criminal
Code of 1961, as amended. Grantee shall insert adequate provisions
in all Contracts or subcontracts to allow it to terminate such
contracts ar required by this certification.
	 
	C.	 	STATE TAX DELINQUENCIES






	 	 	In completing this Section II C, authorized signatory of the Grantee who
executes this Affidavit on behalf of the Grantee MUST SIGN on the line
next to the appropriate subsection.






	1.	 	                    Grantee is not delinquent in the payment of any tax
administered by the Illinois Department of Revenue or, if
delinquent, Grantee is contesting, in accordance with the procedures
established by the appropriate Revenue Act, its liability for the
tax or amount of the tax.
	 
	2.	 	                    Grantee has entered into an agreement with the Illinois
Department of Revenue for the payment of all such taxes that are due
and is in compliance with such agreement.
	 
	3.	 	                    Grantee is delinquent in the payment of any tax administered
by the Department of Revenue and is not covered under any of the
situations described in subsections 1 and 2 of this Section II C,
above.
	 
	D.	 	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT






	1.	 	The Grantee certifies to the best of its
knowledge and belief, that it and its principals:






	a.	 	Are not presently debarred,
suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any
Federal, state or local department or agency:
	 
	b.	 	Have not within a three-year period
preceding this proposal been convicted of or had a civil
judgement rendered against them for: The




 









 






	 	 	commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a
public (Federal. State. Local) transaction or contract
under a public transaction: a violation of Federal or
State antitrust statutes; or commission of
embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or
receiving stolen property.
	 
	c.	 	Are not presently indicated for or
otherwise criminally or civily charged by governmental
entity (Federal State or Local) with commission of any
of the offense enumerated in paragraph (D)(1)(b) above;
and
	 
	d.	 	Have not within a three-year period
preceding this agreement had one or more public
transactions (Federal, State or Local) terminated for
cause or default.






	2.	 	If the Grantee is unable to certify to any of the
statements in this Certification, Grantee shall attach an
explanation to this Certification.
	 
	3.	 	If any Contractors or subcontractors are to be
used in the performance of this Agreement, Grantee shall cause
such Contractors or subcontractors to certify as to paragraph
(D)(1) of this Certification. In the event that any
Contractor or subcontractor is unable to certify to any of the
statements in this Certification, such Contractor or
subcontractor shall attach an explanation to this
Certification






	E.	 	ANTI-COLLUSION
	 
	 	 	The Grantee, its agent, officers or employees have not directly or
indirectly entered into any agreement, participated in any
collusion, or otherwise taken any action in restraint of free
competitive bidding in connection with this proposal. Failure to
submit this statement as part of the bid proposal will make the bid
nonresponsive and not eligible for award consideration.
	 
	F.	 	PUNISHMENT
	 
	 	 	A Grantee who makes a false statement, material to Section II(A)(2)
of this certification commits a class 3 felony. 720 ILCS 5/33E — l
l(b). Making a false statement concerning Section II of this
certification is a Class A misdemeanor, voids the contract and
allows the municipality to recover all amounts paid to the
contractor under the contract in a civil action. 65 ILCS 5/l1 -
42.1 - 1.






	III.	 	CERTIFICATION OF ENVIRONMENTAL COMPLIANCE
	 
	A.	 	Neither the Grantee nor any affiliated entity1 of the Grantee has, during
a period of five (5) years prior to the date of execution of this
Affidavit, (1) violated or engaged in any conduct with violated Sections
7-28—440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or
11-4 of the Municipal Code or any other Environmental Restriction6, (2)
received notice of any claim, demand or action, including but not limited
to citations and warrants, from the City of Chicago, the State of
Illinois, the Federal government, any state or political subdivision
thereof, or any agency, court or body of the Federal government or any
state or political subdivision thereof, exercising executive, legislative,
judicial, regulatory, or administrative functions, relating to a violation
or alleged violation of Sections 7-28-44 or 11-4-1500 or Article XIV of
Chapter 11-




 









 






	 	 	4 or Chapters 7-28 or 11-4 of the Municipal Code or any other
Environmental Restriction, or (3) been subject to any fine or penalty of
any nature for failure to comply with Section 7-28-440 or 11-4-1500 or
Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal
Code or any other Environmental Restriction6.




Authorized signatory of the Grantee who executes this Affidavit on behalf of
the Grantee MUST SIGN on the line next to the appropriate statement 1 or 2
below.





	1.	 	                    Grantee makes the certification contained in Paragraph A of this Section
III.
	 
	2.	 	                    Grantee makes the certification contained in Paragraph A of this Section
III except as to the matters specifically identified below:
	 
	 	 	

	 
	 	 	

	 
	 	 	

	 
	 	 	

	 
	 	 	(Attach Additional Pages of Explanation to this Grantee’s Affidavit, if
necessary).
	 
	B.	 	Without the written consent of the Director of Revenue (i) Grantee will
not employ any Contractor or subcontractor in connection with the
Agreement to which this Affidavit pertains without obtaining from such
Contractor or subcontractor a certification similar in form and substance
to the certification contained in Subparagraph 1 of Paragraph A of this
Section III Prior to such Contractor or subcontractor’s performance of any
work or services under the Agreement to which this Affidavit pertains or
furnishing any goods, supplies or materials of any kind under the
Agreement to which this Affidavit pertains and (ii) employ, in connection
with the Agreement to which this Affidavit pertains. any Contractor or
subcontractor if the Grantee or any of its officers have knowledge that
the Contractor or subcontractor can not truthfully execute such
certification. The Grantee will furnish to the City upon its request an
executed copy of each such certification;
	 
	C.	 	Until Completion of the Grantee’s performance under the Agreement to
which this Affidavit pertains, the Grantee will not violate any provision
of Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapter
7-28 or 11-4 of the Municipal Code or any other Environmental
Restriction6, whether in the performance of such Contract or otherwise.
	 
	IV.	 	CERTIFICATION OF COURT-ORDERED CHILD SUPPORT COMPLIANCE NA
	 
	 	 	For purposes of this Section IV., “SUBSTANTIAL OWNER” means any person
who owns or holds a ten percent (10%) or more percentage of interest in
the Grantee; where the Grantee is an individual or sole proprietorship,
substantial owner means that individual or sole proprietor. Percentage
of interest includes direct, indirect and beneficial interests in the
Grantee. Indirect or beneficial interest means that an interest in the
Grantee is held by a corporation, joint venture, trust, partnership,
association, estate or other legal entity, in which the individual holds
an interest, or by agent(s) or nominee(s) on behalf of an individual or
entity has a fifty percent or more percentage of interest in Corporation
B, then such individual or entity indirectly has a ten percent or more
percentage of interest in the Grantee. In this case, the response to
this Section V must cover such individuals or                Corporation B is
held by another entity, then this analysis similarly must be applied to
that next entity.




 









 






	 	 	If Grantee’s response in this Section V. is #1 or #2, then all of
Grantee’s Substantial Owners must remain compliance with any such child
support obligations (1) throughout the term of the contract and any
extension thereof or (2) until the performance of the contract is
completed, as applicable. Failure of Grantee’s Substantial Owners to
remain in compliance with their child support obligations in the manner
set forth in either #1 or #2 constitutes an event of default.






	 	 	In completing this Section V., the authorized signatory must sign
on the line next to the appropriate subsection.






	1.	 	                    No Substantial Owner has been declared in
arrearage on his or her child support obligations, by an
Illinois court of competent jurisdiction.
	 
	2.	 	                    An Illinois court of competent jurisdiction has
issued and order declaring one or more Substantial Owners in
arrearage on their child support obligations, however, all
such Substantial Owners have entered into court-approved
agreements for the payment of all such child support owed, and
all such Substantial Owners are in compliance with such
agreements.
	 
	3.	 	                    An Illinois court of competent jurisdiction has
issued an order declaring one or more Substantial Owners in
arrearage on their child support obligations and: (1) at
least one such Substantial Owner has not entered into a
court-approved agreement for the payment of all such child
support owed, or (2) at least one such Substantial Owner is
not in compliance with a court-approved agreement for the
payment of all such child support owed, or both (1) and (2).
	 
	4.	 	                    There are no Substantial Owners.






	V.	 	INCORPORATION INTO CONTRACT AND COMPLIANCE
	 
	 	 	The above certifications shall become part of any privilege awarded to
the Grantee set forth in page 1 of this Grantee’s Affidavit and are a
material inducement to the City’s passage of the ordinance to which this
Grantee’s Affidavit is being executed and delivered on behalf of the
Grantee. Further, Grantee shall comply with these certifications during
the term of performance of the Agreement.




 









 











Notes 1-6 Grantee’s Affidavit





	1.	 	Business entities are affiliated if, directly or indirectly, one controls
or has the power to control the other or if third person controls or has
the power to control both entities. Indicia of control include without
limitation: interlocking management or ownership identity of interests
among family members; shares, facilities and equipment; common use of
employees; or organization of another business entity using substantially
the same management, ownership or principals as the first entity.
	 
	2.	 	No Grantee shall be barred from contracting with any unit of State or
local government as a result of a conviction, under either Section 33E-3
or Section 33E-4 of Article 33 of the State of Illinois Criminal Code of
1961, as amended, of any employee or agent of such corporation if the
employee so convicted is no longer employed by the corporation and: (1)
it has been finally adjudicated not guilty or (2) if it demonstrates to
the governmental entity with which it seeks to contract and that entity
finds that the commission of the offense was neither authorized,
requested, commanded, nor performed by a director, officer or a high
managerial agent in behalf of the corporation as provided in paragraph (2)
of subsection (a) of Section 5-4 of the State of Illinois Criminal Code.
	 
	3.	 	For purposes of Section IIA of this certification, a person commits the
offense of and engages in bid-rigging when he knowingly agrees with any
person who is, or but for such agreement should be, a competitor of such
person concerning any bid submitted or not submitted by such person or
another to a unit of State or local government when with the intent that
the bid submitted or not submitted will result in the award of a contract
or such person or another and he either (1) provides such person or
receives from another information concerning the price or other material
term or terms of the bid which would otherwise not be disclosed to a
competitor in an independent noncollusive submission of bids or (2)
submits a bid that is of such a aprice or other material term or terms
that he does not intend the bid to be accepted. See 720 ILCS 5/33E-3.
	 
	4.	 	For purposes of Section IIA of this certification, a person commits the
offense of and engages in bid rotating when, pursuant to any collusive
scheme or agreement with another, he engages in a pattern over time
(which, for the purposes hereof, shall include at least 3 contract bids
within a period of ten years, the most recent of which occurs after
January 1, 1989) of submitting sealed bids to units of State or local
government with the intent that the award of such bid rotates, or is
distributed among, persons or business entities which submit bids on a
substantial number of the same contracts. See 720 ILCS 5/33E-4.
	 
	5.	 	5ILCS 5/11 - 42.1-1 provides that a municipality may not enter into an
agreement with an individual or other entity that is delinquent in the
payment of any tax administered by the Illinois Department of Revenue
unless the contracting party is contesting, in accordance with the
procedures established by the appropriate Revenue Act its liability for
the tax or the amount of the tax or unless the contracting party has
entered into an agreement to pay the tax and is in compliance with the
agreement.
	 
	6.	 	“Environmental Restriction” means any statute, ordinance, rule,
regulation, permit, permit condition, order or directive relating to or
imposing liability or standards of conduct concerning the release or
threatened release of hazardous materials, special wastes or other
contaminants into the environment and to the generation, use storage,
transportation, or disposal of construction debris, bulk waste, refuse,
garbage, solid waste, hazardous materials, special wastes or other
contaminants, including but not limited to (1) the Comprehensive
Environmental Response and Compensation and Liability Act (42 U.S.C § 7401
et seq.); (4) the Clean Water Act (33 U.S.C.




 









 






	 	 	§1251 et seq.); (5) the Clean Air Act (42 U.S.C.§ 7401 et seq.), (6) the
Toxic Substances Control Act of 1976 (15 U.S.C. § 2601 et seq.); (7) the
Safe Drinking Water Act (42 U.S.C. § 300f); (8) the Occupational Health
and Safety Act of 1970 (29 U.S.C. §651 et seq.); (9) the Emergency
Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.); and
(10) the Illinois Environmental Protection Act (415 ILCS 5/1 through
5/56.6).
	 
	VI. VERIFICATION
	 
	 	 	Under penalty of perjury, I certify that I am authorized to execute this
Grantee’s Affidavit on behalf of the Grantee set forth on page 1, that I
have personal knowledge of all the certifications made herein and that
the same are true.





	 	 	 
	

	 	/s/ Donald A. Petkus
	

	 	

	

	 	Signature of Authorized Officer
	 
	 	 
	

	 	Donald A. Petkus
	

	 	Name of Authorized Officer (Print or Type)
	 
	 	 
	

	 	President & CEO
	

	 	Title
	 
	 	 
	

	 	(312) 634-3200
	

	 	Telephone Number







State of Illinois



County of Cook



Signed and sworn to before me this



17nd day of January 19 97



	 	 	 
	       /s/ Mamie Takagi

	 	[OFFICIAL SEAL of MAMIE TAKAGI,
	


	 	Notary Public, State of Illinois]
	       Notary Public
	 	 







 









 






Document No. 0 97 - 217




[STAMP:

PASSED by the City Council of the City of

Chicago and deposited in the office of the

City Clerk of said City.

Feb __ 1997

/s/ City Clerk City of Chicago]




	 	 	 
	APPROVED:

	 	APPROVED:
	 
	 	 
	/s/ Susan S. Sher

	 	/s/ Richard M. Daley
	


	 	

	CORPORATION COUNSEL

	 	Mayor
	 
	 	 
	

	 	                                        19          







 









 






	 	 	 	 	 
	STATE OF ILLINOIS

	 	}
	 	ss.
	     County of Cook.
	 	 	 	 







     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of
Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is
a true and correct copy of that certain ordinance how on file in my office
concerning authorization for execution of eighth amendment to District Cooling
System Use Agreement with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc.).























     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the seventh (7th) day of February,
A.D. 1997 and deposited in my office on the
seventh (7th) day of February, A.D. 1997.



     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result
of said vote so taken was as follows, to wit: Yeas 48, Nays None.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without day, by the City Clerk of the said City of Chicago, and that the said
Mayor did approve and sign the said ordinance on the seventh (7th) day of
February, A.D. 1997




























     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.



          [L.S.] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of
Chicago aforesaid, at the said City, in the County and State aforesaid, this eleventh (11th)
day of February  , A.D. 1997



	 	 	 
	

	 	/s/ James J. Laski
	

	 	

	

	 	JAMES J. LASKI, City Clerk







 









 





[Letterhead of Daley and George, Ltd.]




October 3, 1997




Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



     In re: District Cooling System Use Agreement



Dear Don:




     I am enclosing herewith the original fully executed Ninth Amendment to
District Cooling System Use Agreement. This is an important document and
should be retained in your permanent records.



     I have also enclosed five (5) execution copies of the Tenth Amendment. I
have been informed that the Tenth Amendment is under final review by various
City departments and some minor changes may be required. I would appreciate
your cooperation in reviewing the Tenth Amendment and if the document is
satisfactory in returning the executed documents to my office.



     Please feel free to contact me if you have any questions or comments.



Sincerely,




John J. George




JJG:tc

Enclosure



 









 





     This Ninth Amendment to District Cooling System Use Agreement (the “Ninth
Amendment”), dated as of August 1, 1997 (the “Effective Date”) by and between
the City of Chicago, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and Unicom
Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a
wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom
Corporation.



WITNESSETH:








     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as amended (the
“Current Agreement”), which grants to the Grantee the non-exclusive right to
use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and







     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtances to be
used exclusively in the provision of District Cooling Services to be located
(i) in the City’s public ways in the Dearborn Street/Madison Street
intersection, (ii) in the City’s public ways in a portion of Madison Street
from Dearborn Street to the alley next west of and parallel to State Street and
in said alley for a distance of approximately 40 feet south of Madison Street,
and (iii) in City property under a City parking garage (“Parking Garage”) situated
at the northwest corner of Carroll Avenue and Dearborn Street (collectively the
“Additional Distribution Facilities”), and



1









 

\



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1, 2 and 3
attached to this Ninth Amendment (the “Amended Exhibits”); and







     WHEREAS, the City Council of the City on July 30, 1997 approved execution
of a Ninth Amendment to the Current Agreement in substantially the form of this
Ninth Amendment, including the Amended Exhibits (the
“Ordinance”); and







     WHEREAS, the parties also wish to amend the current Agreement to modify
certain provisions regarding installation of facilities; and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Ninth Amendment by reference as though fully set forth herein.



     Section 2. As of the Effective Date of this Ninth Amendment, the Current
Exhibits are deemed superseded and replaced by the Amended Exhibits. It is
further requested and confirmed by Grantee that the Additional Distribution
Facilities shall be sized for and used solely for the provision of District
Cooling Services.



     Section 3. Grantee is hereby authorized to construct and install portions
of its Additional Distribution System under portions of a City-owned parking
garage located at the northwest corner of Carroll Avenue and Dearborn Street,
as shown on Exhibit 3 to this Amendment, as deemed necessary or appropriate, to
operate and maintain the Additional Distribution Facilities



2









 





therein and thereunder (“Access Facilities”), subject, however to obtaining and acting
pursuant to any and all City permits and restrictions set forth herein required
in connection therewith, provided that in the event the City shall determine at
any time that the construction, installation or use of all or a portion of the
Access Facilities in or under the parking garage provides a hazard to the City,
its employees or members of the public, such use shall either not be approved
or be discontinued immediately. For purposes of this Agreement, all applicable
provisions of the Current Agreement relating to the Public Ways shall be
applied to the Parking Garage and the Access Facilities and applicable
provisions of Sections 1 and 9.2(A) through (D) applicable to the LaSalle
Street Trolley Tunnels pursuant to that certain LaSalle Street Trolley Tunnel
Construction and Maintenance Agreement, dated April 10, 1996 between the City
and Grantee shall be applicable to the Access Facilities. This section is
supplemental to the provisions of Chapter 10-29 of the Municipal Code of
Chicago (the “Code”). To the extent such requirements are not included herein,
Grantee shall also meet applicable requirements of the Code and of Chapter
10-29 et seq.




     Section 4. As of the Effective Date of this Agreement, a new Section 7.29
shall be added to the Current Agreement which shall read in its entirety as
follows:




“Permits: Additional Provisions (A) Building permits shall be
obtained as required by the building provisions of the Code.
Where the Grantee will make opening/s into the existing building’s structural components
and/or bore through the soils under or adjacent to the existing
building foundation/s to install service lines to provide cooling
to the buildings, the Grantee (as part of the building permit)
shall submit complete design documents detailing all
shoring/underpinning, to the Building Department for review,
approval and



3









 






permitting. The Grantee’s design, construction and
restoration methods shall not cause any water leakage into the
building or undermining and/or subsidendence of the building
foundation/s and/or its components. If the Grantee’s design,
construction and/or restoration methods result in the undermining,
subsidence and/or structural deficiency of the building foundation
and/or its structural elements, the Grantee shall be responsible
for restoration of all buildings affected components to their
original condition. Approval of the submitted documents and/or
issuance of the building permit does not absolve the Grantee and
its engineers and Contractors from their respective
responsibilities from protecting, repairing and/or replacing all
affected building elements.”




(B) Grantee shall not exceed the terms of the Agreement and any
issued permits and public way work licenses. Any violation of the
Ordinance, this Agreement or any issued permits or licenses shall
be grounds for immediate termination of this Agreement and any
related permits and licenses. Any use by Grantee of the Parking
Garage, including but not limited to, location of Access
Facilities under portions of the Parking Garage, shall require such permits, public way licences and other
requirements as may be required by the City’s Department of
Transportation, Bureau of Bridges and Transit.



     The provisions contained in this Agreement arc supplemental to and not in
substitution of applicable provisions of the Code (including Chapters 10-21 et
seq. and 10-29) and attendant regulations.



     Section 5. As of the Effective Date of this Ninth Amendment, the following
sentence shall be added to the end of Section 7.7 of the Current Agreement:



4









 






“All drawings, plans and specifications related to location of
Grantee’s Distribution System shall be submitted to and approved
by the Board of Underground and no changes or substitutions may be
made to such drawing, plans and specifications or to the actual
facilities described in such drawings without the prior written
approval of the Board of Underground.”



     Section 6. As of the Effective Date of this Ninth Amendment, the sentences
set forth below shall be added to the end of Section 7.2.3. It is further
understood and agreed to by the Grantee that such following sentences is a
clarification of the existing language of the Current Agreement :




“No vault or other permanent facilities or structures may be
located in the Public Ways or City property unless approved in
advance in writing by permit by the Department of Transportation
pursuant to proper submission of complete drawings and
specifications. Grantee may not add or relocate any such
facilities or structures in the Public Ways or City property
unless such changes have been approved in advance by permit by the
Department of Transportation pursuant to the proper submission of
complete drawings and specifications.”



     Section 7. As of the Effective Date of the Ninth Amendment the existing
provisions of Section 8.1 of the Current Agreement shall be labeled as
subparagraph (A) and new subparagraphs (B) and (C) shall be added to read as
follows:








   “(B) The City acting through its Commissioner of
Transportation, in the interest of public safety, may require in
writing that City inspectors be present at any or all
installation, construction and maintenance of Grantee’s
Distribution System. In such event, Grantee shall reimburse the
City’s Department of







5









 






Transportation for the costs of City
inspectors at their current overtime and holiday salary rates
related to any work performed by Grantee except during the hours
of Monday through Friday, 8:00 a.m. to 4:00 p.m. (exclusive of
City holidays when such costs shall also be paid). Such
reimbursed cost shall be paid such costs shall also be paid).
Such reimbursed cost shall be paid within 30 days of an invoice
from the City’s Department of Transportation to Grantee. Grantee
shall also reimburse the City for any costs not routinely incurred
and recovered within a reasonable time by the City from Grantee’s
insurance which the City may incur in connections with Grantee’s
activities undertaken pursuant to the Current Agreement, as
amended.




   (C) Grantee acknowledges and agrees that it and its
Contractors and subcontractors shall abide by all instructions
given by City inspectors pursuant to this Section 8.1 (including, if so instructed,
cessation of work). Failure to comply with the instruction of a
City inspector is a basis for termination of this Agreement.”



     Section 8. In consideration for use of portions of City property under the
Parking Garage shown on Exhibit 3 to this Amendment, Grantee agrees to pay and
shall pay the City the annual fee of $10,000 payable in advance to the City
prior to the issuance of any permit related to use of the Parking Garage and
installation of the Access Facilities and payable thereafter on the anniversary
date of the passage of the ordinance authorizing this Ninth Amendment. Failure
to pay this fee within 30 days of the date of its due date shall constitute a
default under the Current Agreement and be grounds for termination of the
Current Agreement. It is also agreed by the parties that Gross Billings under
the Current Agreement shall include Gross Billings derived



6









 





from customers serviced by Grantee’s Distribution Facilities located in or under the Parking
Garage.




     Section 9. Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this amendment or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Code (Chapter 2-156). No payment, gratuity or offer of
employment shall be made in connection with this Ninth Amendment by or on
behalf of any contractors to the Grantee or higher tier subcontractors or
anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the
provisions of said Chapter 2-156 shall be voidable as to the City.







     Section 10. Neither Grantee nor its contractors shall be in violation of
the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, Grantee has executed the applicable Certification required under the
Illinois Criminal Code, 720 ILCS 5/33E-1l (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.







     Section 11. It shall be the duty of Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
Grantee to cooperate with the Inspector General in any investigation or hearing
undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its
contractors of the provision and require understanding and compliance herewith.



7









 





     Section 12. Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. Grantee has provided the City with the
Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 13. If Grantee conducts any business operations in Northern
Ireland, it is hereby required that Grantee make all reasonable and good faith
efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).







     Section 14. Except as expressly modified in this Ninth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments) are deemed
reaffirmed as if made as of the date hereof. Except as set forth in this Ninth
Amendment, all defined terms in the Agreement are used in this Ninth Amendment
with the same meaning that such terms have in the Current Agreement.







8









 





     IN WITNESS WHEREOF, the City has caused this Ninth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)



	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	


	

/s/ James J. Laski	 	By:	 	/s/ [ILLEGIBLE]
	


	 	 	 	

	City Clerk

	 	 	 	TITLE: Commissioner of the Department
of Environment
	


	 
	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	

	

	 	 	 	TITLE: Director of the
Department of Revenue
	


	 
	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	

	

	 	 	 	TITLE: Commissioner of the
Department of Transportation
	


	


	Reviewed as to form and legality:
	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	


	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	


	

/s/ Carol Sherman	 	By:	 	/s/ [ILLEGIBLE]
	


	 	 	 	

	

Assistant Secretary	 	 	 	TITLE: President
	









9









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams
Street
	 
	 	 
	


	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more
or less, from the intersection of West Adams Street.
In Dearborn Street from Adams Street to Madison
Street including the portions of the Dearborn
Street/Madison Street intersection. In Adams Street
from LaSalle Street to Michigan Avenue. In Madison
Street from Dearborn Street to the north/south public
alley which lies 120 feet west of the west
right-of-way line of State Street and in said alley
from Madison Street to approximately 40 feet south of
Madison Street. In City property at the northwest
corner of Carroll Avenue and Dearborn Street.
	


	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Jackson Boulevard. Within Franklin Street from
Randolph Street to approximately 300 feet south of
the south line of West Madison Street. In Jackson
Boulevard, from Franklin Street to Dearborn Street.
In LaSalle Street, from approximately 75 feet north
of Lake Street to Van Buren Street. In Washington
Boulevard, from LaSalle Street to approximately 300
feet west of Franklin Street. In Madison Street,
from LaSalle Street to Clark Street. In Monroe
Street, from LaSalle Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue.
In West Carroll Avenue, from the westerly right of
way line of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue and
Dearborn Street/Carroll Avenue intersections. In
LaSalle Street from West Carroll Avenue to
approximately 50







10









 






	 	 	 
	


	

	 	feet north of West Carroll Avenue.
Across and under Kinzie Street from the Merchandise
Mart to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located west of
the Franklin Street/Kinzie Street intersection and
east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from
the Merchandise Mart to the Apparel Center for piping
with a maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.
	


	 
	 	 
	Production Plant #3:

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross / Blue Shield Building)
	 
	 	 
	


	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court, from South Water Street to
Lake Street. In Lake Street, from Garland Court to
LaSalle Street.
	









     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



11









 









Exhibit 2









12









 






Exhibit 3









13









 








[Letterhead of Daley and George, Ltd.]




August 6, 1997




BY MESSENGER

Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



     In re: Ninth Amendment



Dear Don:




     Enclosed please find a certified copy of the Ninth Amendment passed by the City Council on July 30, 1997.



     Continued Best Wishes.



Sincerely,




John J. George




JJG:tc

Enclosure



14









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago,
Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and







     WHEREAS,
the City and Grantee entered into the Original Agreement as of October 1, 1994; and







     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and



1









 





     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”) (and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities
and appurtenances in the City’s public ways to be used exclusively in the provision of District Cooling
Services (as that term is defined in the



2









 









Current Agreement) and to be located (i) in the City’s public ways in the
Dearborn Street/ Madison Street intersection (ii) in the City’s public ways in a portion of Madison Street,
from Dearborn Street to the alley next west of and parallel to State Street for a distance of approximately 40 feet
south of Madison Street and (iii) in City property under a City owned parking garage situated at the northwest corner
of Carroll Avenue and Dearborn Street; (collectively the
“Additional Distribution Facilities”); and








     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Ninth Amendment (the “Amended Exhibits”); now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the
Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to
enter into and execute on behalf of the City, a Ninth Amendment to the District Cooling System Use Agreement (the “Ninth
Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the
officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s
approval of any such changes or revisions therein from the form of the Ninth Amendment attached hereto (including, but
not limited to reduction or elimination of specific routes herein authorized in the interest of public safety); provided,
however, that no such change or revision may extend the Additional



3









 





Distribution Facilities or reduce general compensation
paid to the City contrary to the provisions of the Current Agreement as modified by the Ninth Amendment in the form
attached hereto without further action of this City Council. Such officials may also negotiate in the Ninth Amendment
such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s
Department of the Environment. In addition such officials may also negotiate in the Ninth Amendment such changes to the
insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s
Risk Manager and, together with other City departments, including the Department of General Services, may enter into such additional agreements regarding the use of City property to be used by the Additional Distribution Facilities as such officials may deem necessary.




     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed



4









 





EXHIBIT A




This Ninth Amendment to
District Cooling System Use Agreement (the “Ninth
Amendment”), dated as of          
     , 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.




WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities
and appurtances to be used exclusively in the provision of District Cooling Services to be located (i) in the City’s
public ways in the Dearborn Street/Madison Street intersection, (ii) in the City’s public ways in a portion of Madison
Street from Dearborn Street to the alley next west of and parallel to State Street and in said alley for a distance of
approximately 40 feet south of Madison Street, and (iii) in City property under a City



1









 









parking garage (“Parking
Garage”) situated at the northwest corner of Carroll Avenue and Dearborn Street (collectively the “Additional Distribution
Facilities”); and








     WHEREAS, Grantee desires to amend Exhibits l and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 and 3 attached to this Ninth Amendment (the “Amended Exhibits”); and



     WHEREAS, the City Council of the City on    , 1997 approved execution of a Ninth Amendment to the Current Agreement in substantially the form of this Ninth Amendment, including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the parties also wish to amend the current Agreement to modify certain provisions regarding installation of facilities; and



     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a part of this Ninth Amendment by reference as though fully set forth herein.



     Section 2. As of the Effective Date of this Ninth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits. It is further requested and confirmed by Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services.



     Section 3. Grantee is hereby authorized to construct and install portions of its Additional Distribution System under
portions of a City-owned parking garage located at the northwest



2









 









corner of Carroll Avenue and
Dearborn Street, as shown on Exhibit 3 to this Amendment, as
deemed necessary or appropriate, to operate and maintain the
Additional Distribution Facilities therein and thereunder (“Access Facilities”), subject, however to obtaining and acting pursuant to any and all City permits and restrictions set forth herein required in connection therewith;
 provided that in the event the City shall determine at any time that the construction, installation or use of all or a portion of the Access Facilities in or under the parking garage provides a hazard to the City, its employees or members of the public, such use shall either not be approved or be discontinued immediately. For purposes of this Agreement, all applicable provisions of the Current Agreement relating to the Public Ways shall be applied to the Parking Garage and the Access Facilities and applicable provisions of Sections l and 9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels pursuant to that certain LaSalle Street Trolley Tunnel Construction and Maintenance Agreement, dated April 10, 1996 between the City and Grantee shall be applicable to the Access Facilities. This section is supplemental to the provisions of Chapter 10-29 of the Code. To the extent applicable requirements are not included herein, Grantee shall also meet such requirements of the Municipal Code of Chicago (the “Code”) and of Chapter 10-29 et seq.








     Section 4. As of the Effective Date of this Agreement, a new Section 7.29 shall be added to the Current Agreement which
shall read in its entirety as follows:




“Permits: Additional Provisions (A) Building permits shall be obtained as required by the building provisions of the
Code. Where the Grantee will make opening/s into the existing building’s structural components and/or bore through the
soils under or adjacent to the existing building foundation/s to install service lines to provide cooling to the
buildings, the Grantee (as part of the building



3









 






permit) shall submit complete design documents detailing all
shoring/underpinning, to the Building Department for review, approval and permitting. The Grantee’s design, construction and restoration methods shall not cause any water leakage into the building or undermining and/or subsidendence of the building foundations and/or its components. If the Grantee’s design, construction and/or restoration methods result in the undermining, subsidence and/or structural deficiency of the building foundation and/or its structural elements, the Grantee shall be responsible for restoration of all buildings affected components to their original condition. Approval of the submitted documents and/or issuance of the building permit does not absolve the Grantee and its engineers and Contractors from their respective responsibilities from protecting, repairing and/or replacing all affected building elements.”




(B) Grantee shall not exceed the terms of the Agreement and any issued permits and public way work licenses. Any violation of the Ordinance, this Agreement or any issued permits or licenses shall be grounds for immediate termination of this Agreement and any related permits and licenses. Any use by Grantee of the Parking Garage, including but not limited to, location of Access Facilities under portions of the Parking Garage, shall require such permits, public way licences and other requirements as may be required by the City’s Department of Transportation, Bureau of Bridges and Transit.



     The provisions contained in this Agreement are supplemental to and not in substitution of applicable provisions of the Code (including Chapters 10-21 et seq. and 10-29) and attendant regulations.



4









 





     Section 5. As of the Effective Date of this Ninth Amendment, the following sentence shall be added to the end of Section 7.7 of the Current Agreement:




“All drawings, plans and specifications related to location of Grantee’s Distribution System shall be submitted to and approved by the Board of Underground and no changes or substitutions may be made to such drawing, plans and specifications or to the actual facilities described in such drawings without the prior written approval of the Board of Underground.”



     Section 6. As of the Effective Date of this Ninth Amendment, the sentences set forth below shall be added to the end of Section 7.2.3. It is further understood and agreed to by the Grantee that such following sentences is a clarification of the existing language of the Current Agreement:




“No vault or other permanent facilities or structures may be located in the Public Ways or City property unless approved in advance in writing by permit by the Department of Transportation pursuant to proper submission of complete drawings and specifications. Grantee may not add or relocate any such facilities or structures in the Public Ways or City property unless such changes have been approved in advance by permit by the Department of Transportation pursuant to the proper submission of complete drawings and specifications.”



     Section 7. As of the Effective Date of the Ninth Amendment the existing provisions of Section 8.1 of the Current Agreement shall be labeled as subparagraph (A) and new subparagraphs (B) and (C) shall be added to read as follows:




   “(B) The City acting through its Commissioner of Transportation, in the interest of public safety, may require in
writing that City inspectors be present at



5









 






any or all installation, construction and maintenance of Grantee’s
Distribution System. In such event, Grantee shall reimburse the City’s Department of Transportation for the costs of City inspectors at their current overtime and holiday salary rates related to any work performed by Grantee except during the hours of Monday through Friday, 8:00 a.m. to 4:30 p.m. (exclusive of City holidays when such costs shall also be paid). Such reimbursed cost shall be paid within 30 days of an invoice from the City’s Department of Transportation to Grantee. Grantee shall also reimburse the City for any costs not routinely incurred and recovered within a reasonable time by the City from Grantee’s insurance which the City may incur in connections with Grantee’s activities undertaken pursuant to the Current Agreement, as amended.




   (C) Grantee acknowledges and agrees that it and its Contractors and subcontractors shall abide by all instructions given by City inspectors pursuant to this Section 8.1 (including, if so instructed, cessation of work). Failure to comply with the instruction of a City inspector is a basis for termination of this Agreement.”



     Section 8. In consideration for use of portions of City property under the Parking Garage shown on Exhibit 3 to this
Amendment, Grantee agrees to pay and shall pay the City the annual fee of $10,000 payable in advance to the City prior
to the issuance of any permit related to use of the Parking Garage and installation of the Access Facilities and payable
thereafter on the anniversary date of the passage of the ordinance authorizing this Ninth. Failure to pay this fee
within 30 days of the date of its due date shall constitute a default under the Current Agreement and be grounds for
termination of the Current Agreement. It is also agreed by the parties that



6









 





Gross Billings under the Current Agreement
shall include Gross Billings derived from customers serviced by Grantee’s Distribution Facilities located in or under the
Parking Garage.




     Section 9. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Code (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.



     Section 10. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.







     Section 11.
It shall be the duty of Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.







     Section 12. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of
good standing from the Office of the Secretary of State of Illinois.



7









 





Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.




     Section 13. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 14. Except as expressly modified in this Ninth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Ninth Amendment, all defined terms in the Agreement are used in the Ninth Amendment with the same meaning that such terms have in the Current Agreement.



8









 





     IN WITNESS WHEREOF, the City has caused this Ninth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.
(SEAL)



	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	City Clerk

	 	 	 	TITLE: Commissioner of the Department
of Environment
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	TITLE: Director of the
Department of Revenue
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	TITLE: Commissioner of the
Department of Transportation
	Reviewed as to form and legality
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	

	 	 	 	TITLE: President







9









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant
locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented
to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation
in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution
Facilities.



	 	 	 
	Production Plant # 1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	



	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Madison Street including the portions of the Dearborn Street/Madison Street
intersection. In Adams Street from LaSalle Street to Michigan Avenue.
In Madison Street, from Dearborn Street to
the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley
from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of
Carroll Avenue and Dearborn Street.
	



	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson
Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West
Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from
approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. In Monroe
Street, from LaSalle Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West







10









 






	 	 	 
	


	

	 	Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue
to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to
the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be
located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a
maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north
of the Chicago River.
	


	 
	 	 
	Production Plant #3:

	 	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross / Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland
Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to
incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental
approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction
conditions shall require City Council authorization.




11










 





Exhibit 2









12









 








Exhibit 3









13









 








               Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom
Enterprises, Inc.



               Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom
Corporation.



               Unicom Corporation is a New York Stock Exchange traded public company.



14









 





DISCLOSURE OF OWNERSHIP INTEREST



Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.




	 	 	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Thermal Technologies, Inc.	 	 
	 	 	 	 	 
	Grantee/ Proposer Address:

	 	30 West Monroe, Suite 500	 	 
	

	 	Chicago, Illinois 60603	 	 







	 	 	 	 	 	 	 
	Grantee/ Proposer is a :

	 	(x)Corporation;
	 	(   )Sole Proprietor;
	 	(   )Partnership;
	          (Check One)

	 	(   )Not-for Profit Corporation
	 	(   )Joint Venturer*;
	 	(   )Other;







          *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.



SECTION I — FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois: YES (x ) NO (   )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):










	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	Mr. James J. O’Connor

	 	Chairman of the Board
	 	Mr. Don Petkus	 	President
	 	 	Director/ Officer
	 	
	 	Director/ Officer

	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Samuel Skinner

	 	Director
	 	Mr. William Downey
	 	Director
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Robert Manning

	 	Director
	 	Mr. John Bukovski
	 	Director
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Leo Mullin

	 	Director/Officer
	 	Mr. David Scholz
	 	Officer
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	

	 	 	 	Mr. Dennis O’Brien
	 	Officer
	
	 		 	                                                         

	 	                                                         














	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 







 









 





DISCLOSURE OF OWNERSHIP INTEREST



	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 








	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES (x ) NO (   )
	 
	 	 	     If “yes,” submit a Disclosure of Ownership Interests form for each of
said corporations.
	 
	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS





                                                                                N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	 
	                                      

	 	                                                                  

	%	 
	
	 		 	 	 	 
	                                      

	 	                                                                  

	%	 
	
	 		 	 	 	 
	                                      

	 	                                                                  

	%	 
	 

	 	 	 	 	 	 







SECTION III — SOLE PROPRIETORSHIPS





                                                                                N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





	 	 	 	 	 
	YES (   )

	 	NO (   )
	 	If NO, complete items b and c of this Section III.








	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





























SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES



If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary




 









 








DISCLOSURE OF OWNERSHIP INTEREST



in whose behalf title is held, including the name, address and percentage of
interest of each beneficiary.




























SECTION V — NOT FOR PROFIT CORPORATIONS





                                                                                N/A



	 	 	 	 	 
	a.

	 	Incorporated in the State of	 	 
	

	 	 	 	

	 
	 	 	 	 
	b.	 	Authorized to do business in the State of Illinois:            YES (   )           NO (   )
	 
	 	 	 	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List)







	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.





 









 








DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 
	

	(Signature of Persons Making Statement)
	 
	David A. Scholz
	

	Name of Person Making Statement (Print or Type)
	 
	Corporate Secretary
	

	Title







Subscribed to before me this 17 day of January A.D., 1997




	 	 	 
	

	(Notary Public Signature)







 









 






DISCLOSURE OF OWNERSHIP INTEREST







Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.








	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Enterprises, Inc.
	 	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn, 37th Floor
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 
	Grantee/ Proposer is a :

	 	(x)Corporation;
	 	(   )Sole Proprietor;
	 	(   )Partnership;
	          (Check One)

	 	(   )Not-for Profit Corporation
	 	(   )Joint Venturer*;
	 	(   )Other;







*Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.




SECTION I — FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:           YES (x)            NO (   )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	Mr. James J. O’Connor

	 	Director/ Officer
	 	Mr. John C. Bukovski
	 	Director
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Samuel K. Skinner

	 	Director/ Officer
	 	Mr. William H. Downey
	 	Director
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Leo F. Mullin

	 	Director/Officer
	 	Mr. David A. Scholz
	 	Officer
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Robert J. Manning

	 	Director
	 	Mr. Dennis O’Brien
	 	Officer








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 








	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES (x) NO (   )
	 
	 	 	If “yes,” submit a Disclosure of Ownership Interests form for each of
said corporations.
	 
	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	r 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS





	 	 	If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:





	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION III — SOLE PROPRIETORSHIPS





                                                                                N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary:





          YES (   )            NO (   )            If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





























SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES



If the grantee/proposer is a land trust, business trust, estate or other
similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary in whose behalf title is
held, including the name, address and percentage of interest of each
beneficiary.




 









 








DISCLOSURE OF OWNERSHIP INTEREST




























SECTION V — NOT FOR PROFIT CORPORATIONS





                                                                                N/A



	 	 	 	 	 
	a.

	 	Incorporated in the State of	 	 
	

	 	 	 	

	 
	 	 	 	 
	b.	 	Authorized to do business in the State of Illinois:            YES (   )           NO (   )
	 
	 	 	 	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List)







	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.




 









 








DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 
	

	(Signature of Persons Making Statement)
	 
	David A. Scholz
	

	Name of Person Making Statement (Print or Type)
	 
	Corporate Secretary
	

	Title







     Subscribed to before me this 17 day of January A.D., 1997



	 	 	 
	

	(Notary Public Signature)







 









 






DISCLOSURE OF OWNERSHIP INTEREST




     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.



	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Corporation
	 	 	 
	Grantee/ Proposer Address:

	 	10 South Dearborn
	

	 	Chicago, Illinois 60690-0767







	 	 	 	 	 	 	 
	Grantee/ Proposer is a :

	 	(x)Corporation;
	 	(   )Sole Proprietor;
	 	(   )Partnership;
	          (Check One)

	 	(   )Not-for Profit Corporation
	 	(   )Joint Venturer*;
	 	(   )Other;







               *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.



SECTION I — FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:           YES (x)           NO (   )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	See Attached

	 	Directors	 	                                                         
	 	                                                         

	See Attached

	 	Officers	 	                                                         
	 	                                                         

	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         








	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.





	 	 	 	 	 	 	 	 	 
	Name(Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 	 	 
	Name(Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 








	e.	 	The corporation is owned partially or completely by one or more other
corporations:
	 
	 	 	YES (   ) NO (   )






 
                                                                               See
Below




	 	 	If “yes,” submit a Disclosure of Ownership Interests form for each of
said corporations.
	 
	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to

or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	All share holders are
below 10% as 

per May 22, 1996 Proxy.	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS





                                                                                N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	 
	


	 	


	%	 
	
	 		 	 	 	 
	


	 	


	%	 
	
	 		 	 	 	 
	


	 	


	%	 
	 

	 	 	 	 	 	 









SECTION III — SOLE PROPRIETORSHIPS





                                                                                N/A




	a.	 	The grantee/ proposer is a sole proprietor and is not acting in any
representative capacity in behalf of any beneficiary.






YES (   )            NO (   )           If NO, complete items b and c of this Section III.




	b.	 	If the sole proprietor is held by an agent(s) or a nominee(s), indicate
the principal(s) for whom the agent or nominee hold such interest:





Name(s) of Principal(s) (Print or Type)





























	c.	 	If the interest of a spouse or any other party is constructively
controlled by another party or legal entity, state the name and address of
such person or entity possessing such control and the relationship under
which such control is being or may be exercised:





























SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES





                                                                                N/A


If the grantee/proposer is a land trust, business trust, estate or other

similar commercial or legal entity, identify any representative, person or
entity holding legal title as well as each beneficiary




 









 








DISCLOSURE OF OWNERSHIP INTEREST



in whose behalf title is held, including the name, address and percentage of
interest of each beneficiary.




























SECTION V — NOT FOR PROFIT CORPORATIONS





                                                                                N/A




	a.	 	Incorporated in the State of
	 
	b.	 	Authorized to do business in the State of Illinois:           YES (   )           NO (   )
	 
	c.	 	Names of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         








	 	 	NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, the Corporation Counsel of the City of
Chicago may require any such additional from any entity to achieve full
disclosure relevant to the contract.





	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Illinois
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 






This undersigned having been duly sworn, states that (he) or (she) is
authorized to make this affidavit in behalf of the applicant, that the
information disclosed in this economic disclosure statement and any
accompanying schedules, is true and complete to the best of (his) or (her)
knowledge, and that the applicant has withheld no disclosure as to economic
interest in the undertaking for which this application is made, nor reserved
any information, date or plan as to the intended use or purpose for which it
seeks action by the City.




 









 








DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 
	

	(Signature of Persons Making Statement)
	 
	David A. Scholz
	

	Name of Person Making Statement (Print or Type)
	 
	Corporate Secretary
	

	Title






Subscribed to before me this 17 day of January A.D., 1997




	 	 	 
	

	(Notary Public Signature)







 









 






Disclosure of Ownership Interests

Attachment



The following list will provide the names of the Directors of Unicom
Corporation:




Jean Allard

Edward A. Brennan

James Compton

Sue Gin

Donald Jacobs

Edgar D. Jannotta

George Johnson

Edward Mason

Leo Mullin

James J. O’Connor

Frank Olson

Samuel Skinner

Bruce DeMars



The following list represents the current Officers:



James J. O’Connor

Samuel Skinner

Donald Petkus

John Bukovski

Roger Kovack

Dennis O’Brien

David Scholz

John T. Costello

Leo Mullin



 









 





GRANTEE’S AFFIDAVIT





		
	Instructions: 	FOR USE WITH A PRIVILEGE GRANTED BY THE CITY. Every Grantee must
complete this Grantee’s Affidavit. Special attention should be paid to Sections I
(pp. 1 to 4), II (pp. 4 and 5), and III. and IV A.2. (p.9) which require the Grantee
to provide certain information to the City. The Grantee must sign the appropriate
line in Section II C (p.6), Section III.A (p.8) and Section IV (p.9) and must complete
and sign before a notary public the Verification, Section VI (p. 11). Please note
that in the event the Grantee is a joint venture, the joint venture and each of the
joint venture partners must submit a completed Grantee’s Affidavit. In the event that
the Grantee is unable to certify to any of the statements contained herein Grantee
must contact the City of Chicago (the “City”) and provide a detailed factual
explanation of the circumstances leading to the Grantee’s inability to so certify.





	 	 	 	 	 	 	 
	The undersigned

	 	Donald A.
Petkus,

	 	as President &
CEO
	 	 
	

	 	(Name)

	 	(Title)	 	 







	 	 	 	 	 	 	 	 	 	 	 
	

	 	Unicom Thermal	 	 	 	 	 	 	 	 
	and on behalf of	 	Technologies,
Inc.
	 	(“Grantee”) having been duly sworn under oath
	

	 	(Business Name)	 	 	 	 	 	 	 	 







Certifies that:





	I.	 	DISCLOSURE OF OWNERSHIP INTERESTS
	 
	 	 	Pursuant to Chapter 2-154 of the Municipal Code of Chicago (the
“Municipal Code”), all affiants shall provide the following information
with their proposal. If the question is not applicable, answer with
“NA.” If the answer is none, please answer “none.”





	 	 	 	 	 
	Proposer is a:

	 	[X] Corporation
	 	[   ] Sole Proprietor
	(Check One)

	 	[   ] Partnership
	 	[   ] Not-for-Profit-Corporation
	

	 	[   ] Joint Venture
	 	[   ] Other







Page 1 of 12









 






DISCLOSURE OF OWNERSHIP INTEREST




SECTION 1. FOR PROFIT CORPORATIONS





	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of
Illinois YES [ X ] NO [   ]
	 
	c.	 	Names of all officers of corporation (or Attach
List): Names of all directors of corporation (or Attach
List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST

	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         








	d.	 	If the corporation has fewer than 100
shareholders indicate here or attach a list of names and
addresses of all shareholders and the percentage interest of
each.





	 	 	 	 	 	 	 	 	 
	Name(Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 








	e.	 	Is the corporation owned partially or completely
by one or more other Corporations: YES [ X ] NO [ ]
	 
	 	 	If “yes,” provide the above information, as applicable, for
each of said corporations. SEE ATTACHED DISCLOSURE OF
OWNERSHIP INTEREST OF UNICOM CORPORATION and UNICOM
ENTERPRISES, INC.
	 
	f.	 	If the corporation has 100 or more shareholders,
indicate here or attach a list of names and addresses of all
shareholders owning shares equal to or in excess of 7.5% of
the proportionate ownership of the corporation and indicate
the percentage interest of each.




Page 2 of 12









 











DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 	 	 
	Name(Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholder owns 7.5% of the shares, the requirements of this Section 1 would
be satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of
the corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION 2. PARTNERSHIPS





                                                                                NA


If the affiant is a partnership, indicate the name of each partner and the
percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 

	 	
 	 	 	 	 







SECTION 3. SOLE PROPRIETORSHIPS





                                                                                NA




	a.	 	The affiant is a sole proprietor and is not
acting in any representative capacity in behalf of any
beneficiary: YES [   ] NO [   ] If NO, complete items b. and
c. of this Section 3.
	 
	b.	 	If the sole proprietorship is held by an agent(s)
or a nominee(s), indicate the principal(s) for whom the agent
or nominee hold such interest.





Name(s) of Principal(s) (Print or Type)























	c.	 	If the interest of a spouse or any other party is
constructively controlled by another person or legal entity
state the name and address of such person or




Page 3 of 12









 












DISCLOSURE OF OWNERSHIP INTEREST





	 	 	entity possessing such control and the relationship under
which such control is being or may be exercised:

















SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES





                                                                                NA


If the affiant is a land trust, business trust, estate or other similar
commercial or legal entity, identify any representative, person or entity
holding legal title as well as each beneficiary in whose behalf title is held
including the name, address and percentage of interest of each beneficiary.
















SECTION 5. NOT-FOR-PROFIT CORPORATIONS





                                                                                NA




	a.	 	incorporated in the State of
	 
	b.	 	Authorized to do business in the State of
Illinois YES [   ] NO [   ]
	 
	c.	 	Names of all officers of corporation (or Attach
List): Names of all directors of corporation (or Attach
List):





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code, the
Corporation Counsel may require any such additional information from any entity
to achieve full disclosure relevant to the proposal. Further, pursuant to
Chapter 2-154, Section 2-154-020 of the Municipal Code, any material Change in
the information required above must be provided by supplementing this statement
at any time up to the time the City Council of the City (the “City Council”)
takes action on the proposal.




Page 4 of 12









 








DISCLOSURE OF OWNERSHIP INTEREST





	II.	 	GRANTEE CERTIFICATION






	A.	 	GRANTEE
	 
	


	1.	 	The Grantee, its Contractor or any subcontractor to be used
in the performance of this agreement, or any affiliated entity1 of
the Grantee’s Contractor or any such subcontractor, or any
responsible official thereof, or any other official, agent or
employee of the Grantee, its Contractor, any such subcontractor or
any such affiliated entity1 , acting pursuant to the direction or
authorization of a responsible official thereof has not, during a
period of 3 years prior to the date of execution of this
certification:
	








	a.	 	Bribed or attempted to bribe, or been convicted
of bribery or attempting to bribe a public officer or employee
of the City of Chicago, the State of Illinois, any agency of
the federal government or any state or local government in the
United States (if an officer or employee, in that officer’s or
employee’s official capacity); or
	 
	b.	 	Agreed or colluded, or been convicted of
agreement of collusion among bidders or prospective bidders in
restraint of freedom of competition by agreement to bid a
fixed price or otherwise; or
	 
	c.	 	Made an admission of guilt of such conduct
described in 1(a) and (b) above which is matter of record but
has not been prosecuted for such conduct.






	


	2.	 	The Grantee, its Contractor or any agent, partner, employee
or officer of the Grantee or its Contractor is not barred from
contracting with any unit of state or local government as a result
of engaging in or being convicted of bid-rigging3 in violation of
Section 3 of Article 33E of the Illinois Criminal Code of 1961, as
amended (720 ILCS 5/33E-3), or any similar offense of any state or
the United States which contains the same elements as the offense of
bid-rigging3 during a period of five years prior to the date of
submittal of this bid, proposal or response.2
	


	 
	


	3.	 	The Grantee, its Contractor or any agent, partner, employee
or officer of the Grantee or its Contractor is not barred from
contacting with any unit of state or local government as a result of
engaging in or being convicted of bid-rotating4 in violation of
Section 4 of Article 33E of the Illinois Criminal Code of 1961, as
amended (720 ILCS 5/33E-4), or any similar offense of any state or
the United States which contains the same elements as the offense of
bid-rotating4.
	


	 
	4.	 	The Grantee or its Contractor understands and will abide by
all provisions of Chapter 2-56 of the Municipal Code entitled
“Office of Inspector General” and all provisions of Chapter 2-156 of
the Municipal Code entitled “Governmental Ethics.”




Page 5 of 12









 











DISCLOSURE OF OWNERSHIP INTEREST





	B.	 	CONTRACTOR AND SUBCONTRACTORS
	 
	


	1.	 	The Grantee has obtained from all Contractors and
subcontractors to be used in the performance of this agreement,
known by the Grantee at this time, certifications in form and
substance equal to Section I of this Grantee’s Affidavit. Based on
such certification(s) any other information known or obtained by the
Grantee, the Grantee is not aware of any such Contractor,
subcontractor, subcontractor’s affiliated entity1, or any agent
partner, employee or officer of such Contractor, subcontractor or
subcontractor’s affiliated entity1 having engaged in or been
convicted of: (a) any of the conduct described in
Section II.A.1(a) or (b) of this certification,
(b) bid-rigging3, bid-rotating4,
or any similar offense of any state or the United States which
contain the same elements as bid-rigging and bid-rotating, or having
made an admission of guilt of the conduct described in Section
II.A.1(a) or (b) which is a matter of record but has/have not been
prosecuted for such conduct.
	


	 
	


	2.	 	The Grantee will, prior to using them as Contractors,
subcontractors, obtain from all subcontractors to be used in the
performance of this contract, but not yet known by the Grantee at
this time, certifications in form and substance equal to this
certification. The Grantee shall not, without the prior written
permission of the City, use any of such Contractors, subcontractors
in the performance of this contract if the Grantee, based on such
certifications or any other information known or obtained by
Grantee, becomes aware of such Contractor, subcontractor,
subcontractor’s affiliated entity1 having engaged in or been
convicted of: (a) any of the conduct described in Section II.A.1
(a) or (b) of this certification: or (b) of
bid-rigging3,
bid-rotating4 or any similar offense of any state or the United
States which contains the same elements as bid-rigging or
bid-rotating or having made an admission of guilt of the conduct
described in Section II.A.1(a) or (b) which is a matter of record
but has/have not been prosecuted for such conduct.
	


	 
	3.	 	The Grantee will maintain on file for the duration of the
contract all certifications required by Section II.B (1) and (2)
above, for all Contractors or subcontractors to be used in the
performance of this contract and will make such certifications
promptly available to the City of Chicago upon request.
	 
	4.	 	The Grantee will not, without the prior written consent of
the City, use as Contractors or subcontractors any individual, firm,
partnership, corporation, joint venture or other entity from whom
the Grantee is unable to obtain a certifications promptly available
to the City upon request.
	 
	5.	 	Grantee hereby agrees, if the City so demands, to terminate
its contract or subcontract with any subcontractor, if such
Contractor or subcontractor was ineligible at the time that the
subcontract was entered into for award of such subcontract under Ch.
2-92, Section 2-92-320 of the Municipal Code, or if applicable,
under Section 33-E of Article 33 of the State of Illinois Criminal
Code of 1961, as amended. Grantee shall insert adequate provisions
in all Contracts or




Page 6 of 12









 











DISCLOSURE OF OWNERSHIP INTEREST





	 	 	subcontracts to allow it to terminate such contracts as required by
this certification.
	 
	C.	 	STATE TAX DELINQUENCIES






	 	 	In completing this Section II C, authorized signatory of the Grantee who
executes this Affidavit on behalf of the Grantee MUST SIGN on the line
next to the appropriate subsection.






	1.	 	            Grantee is not delinquent in the payment
of any tax administered by the Illinois Department of Revenue or, if
delinquent, Grantee is contesting, in accordance with the procedures
established by the appropriate Revenue Act, its liability for the
tax or amount of the tax.
	 
	2.	 	            Grantee has entered into an agreement
with the Illinois Department of Revenue for the payment of all such
taxes that are due and is in compliance with such agreement.
	 
	3.	 	            Grantee is delinquent in the payment of
any tax administered by the Department of Revenue and is not covered
under any of the situations described in subsections 1 and 2 of this
Section II C, above. 5
	 
	D.	 	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT
	 
	1.	 	The Grantee certifies to the best of its knowledge and
belief, that it and its principals:






	a.	 	Are not presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded
from covered transactions by any Federal, state or local
department or agency;
	 
	b.	 	Have not within a three-year period preceding
this proposal been convicted of or had a civil judgement
rendered against them for: The commission of fraud or a
criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, State, Local)
transaction or contract under a public transaction; a
violation of Federal or State antitrust statutes; or
commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false
statements, or receiving stolen property.
	 
	c.	 	Are not presently indicated for or otherwise
criminally or civily charged by governmental entity (Federal
State or Local) with commission of any of the offense
enumerated in paragraph (D)(1)(b) above; and
	 
	d.	 	Have not within a three-year period preceding
this agreement had one or more public transactions (Federal,
State or Local) terminated for cause or default.




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DISCLOSURE OF OWNERSHIP INTEREST





	2.	 	If the Grantee is unable to certify to any of the statements
in this Certification, Grantee shall attach an explanation to this
Certification.
	 
	3.	 	If any Contractors or subcontractors are to be used in the
performance of this Agreement, Grantee shall cause such Contractors
or subcontractors to certify as to paragraph (D) (1) of this
Certification. In the event that any Contractor or subcontractor is
unable to certify to any of the statements in this Certification,
such Contractor or subcontractor shall attach an explanation to this
Certification
	 
	E.	 	ANTI-COLLUSION
	 
	 	 	The Grantee, its agent, officers or employees have not directly or
indirectly entered into an agreement, participated in any
collusion, or otherwise taken any action in restraint of free
competitive bidding in connection with this proposal. Failure to
submit this statement as part of the bid proposal will make the bid
nonresponsive and not eligible for award consideration.
	 
	F.	 	PUNISHMENT
	 
	


	 	 	A Grantee who makes a false statement, material to Section II
(A)(2) of this certification commits a class 3 felony. 720 ILCS
5/33E – 11(b). Making a false statement concerning Section II of
this certification is a Class A misdemeanor, voids the contract and
allows the municipality to recover all amounts paid to the
contractor under the contract in a civil action. 65 ILCS 5/11 -
42.1 – 1.
	








	III.	 	CERTIFICATION OF ENVIRONMENTAL COMPLIANCE






	


	A.	 	Neither the Grantee nor any affiliated entity1 of the Grantee
has, during a period of five (5) years prior to the date of
execution of this Affidavit, (1) violated or engaged in any conduct
with violated Sections 7-28-440 or 11-4-1500 or Article XIV of
Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any
other Environmental Restriction6, (2) received notice of any claim,
demand or action, including but not limited to citations and
warrants, from the City of Chicago, the State of Illinois, the
Federal government, any state or political subdivision thereof, or
any agency, court or body of the Federal government or any state or
political subdivision thereof, exercising executive, legislative,
judicial, regulatory, or administrative functions, relating to a
violation or alleged violation of Section s 7-28-44 or 11-4-1500 or
Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the
Municipal Code or any other Environmental Restriction, or (3) been
subject to any fine or penalty of any nature for failure to comply
with Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or
Chapters 7-28 or 11-4 of the Municipal Code or any other
Environmental Restriction6.
	






Authorized signatory of the Grantee who executes this Affidavit on behalf of
the Grantee MUST SIGN on the line next to the appropriate statement 1 or 2
below.





	1.	 	            Grantee makes the certification
contained in Paragraph A of this Section III.




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DISCLOSURE OF OWNERSHIP INTEREST





	2.	 	            Grantee makes the certification
contained in Paragraph A of this Section III except as to the
matters specifically identified below: 

                                                                                                          
       
             
   

                                                                                                                                                                                                                                                                                                                                                                                            






	 	 	(Attach Additional Pages of Explanation to this Grantee’s Affidavit, if necessary).






	


	B.	 	Without the written consent of the Director of Revenue (i)
Grantee will not employ any Contractor or subcontractor in
connection with the Agreement to which this Affidavit pertains
without obtaining from such Contractor or subcontractor a
certification similar in form and substance to the certification
contained in Subparagraph 1 of Paragraph A of this Section III prior
to such Contractor or subcontractor’s performance of any work or
services under the Agreement to which this Affidavit pertains or
furnishing any goods, supplies or materials of any kind under the
Agreement to which this Affidavit pertains and (ii) employ, in
connection with the Agreement to which this Affidavit pertains, any
Contractor or subcontractor if the Grantee or any of its officers
have knowledge that the Contractor or subcontractor can not
truthfully execute such certification. The Grantee will furnish to
the City upon its request an executed copy of each such
certification;
	


	 
	C.	 	Until Completion of the Grantee’s performance under the
Agreement to which this Affidavit pertains, the Grantee will not
violate any provision of Section 7-28-440 or 11-4-1500 or Article
XIV of Chapter 11-4 or Chapter 7-28 or 11-4 of the Municipal Code or
any other Environmental Restriction6, whether in the performance of
such Contract or otherwise.






	


	IV.	 	CERTIFICATION OF COURT-ORDERED CHILD SUPPORT
COMPLIANCE          NA
	












	 	 	For purposes of this Section IV., “SUBSTANTIAL OWNER” means any person
who owns or holds a ten percent (10%) or more percentage of interest in
the Grantee; where the Grantee is an individual or sole proprietorship,
substantial owner means that individual or sole proprietor. Percentage
of interest includes direct, indirect and beneficial interests in the
Grantee. Indirect or beneficial interest means that an interest in the
Grantee is held by a corporation, joint venture, trust, partnership.
association, estate or other legal entity, in which the individual holds
an interest, or by agent(s) or nominee(s) on behalf of an individual or
entity has a fifty percent or more percentage of interest in Corporation
B, then such individual or entity indirectly has a ten percent or more
percentage of interest in the Grantee. In this case, the response to
this Section V. must cover such individual(s) or entity Corporation B is
held by another entity, then this analysis similarly must be applied to
that next entity.
	 
	 	 	If Grantee’s response in this Section V. is # 1 or #2, then all of
Grantee’s Substantial Owners must remain compliance with any such child
support obligations (1) throughout




Page 9 of 12









 











DISCLOSURE OF OWNERSHIP INTEREST





	 	 	the term of the contract and any extension thereof or (2) until the
performance of the contract is completed, as applicable. Failure of
Grantee’s Substantial Owners to remain in compliance with their child
support obligations in the manner set forth in either #1 or #2
constitutes an event of default.






In completing this Section V., the authorizerd signatory must sign
on the line next to the appropriate subsection.




l.             No Substantial Owner has been declared in
arrearage on his or her child support obligations, by an Illinois
court of competent jurisdiction.




2.             An Illinois court of competent jurisdiction
has issued and order declaring one or more Substantial Owners in
arrearage on their child support obligations, however, all such
Substantial Owners have entered into court-approved agreements for
the payment of all such child support owed, and all such
Substantial Owners are in compliance with such agreements.




3.             An Illinois court of competent jurisdiction
has issued an order declaring one or more Substantial Owners in
arrearage on their child support obligations and: (1) at least one
such Substantial Owner has not entered into a court-approved
agreement for the payment of all such child support owed, or (2) at
least one such Substantial Owner is not in compliance with a
court-approved agreement for the payment of all such child support
owed, or both (1) and (2).




4.             There are no Substantial Owners.




	V.	 	INCORPORATION INTO CONTRACT AND COMPLIANCE
	 
	 	 	The above certifications shall become part of any privilege awarded to
the Grantee set forth in page 1 of this Grantee’s Affidavit and are a
material inducement to the City’s passage of the ordinance to which this
Grantee’s Affidavit is being executed and delivered on behalf of the
Grantee. Further, Grantee shall comply with these certifications during
the term of performance of the Agreement.




Page 10 of 12









 











DISCLOSURE OF OWNERSHIP INTEREST




Notes 1-6 Grantee’s Affidavit





	1.	 	Business entities are affiliated if, directly or indirectly, one controls
or has the power to control the other or if third person controls or has
the power to control both entities. Indicia of control include without
limitation: interlocking management or ownership identity of interests
among family members; shares facilities and equipment; common use of
employees; or organization of another business entity using substantially
the same management, ownership or principals as the first entity.
	 
	2.	 	No Grantee shall be barred from contracting with any unit of State or
local government as a result of a conviction, under either Section 33E-3
or Section 33E-4 of Article 33 of the State of Illinois Criminal Code of
1961, as amended, of any employee or agent of such corporation if the
employee so convicted is no longer employed by the corporation and: (1) it
has been finally adjudicated not guilty or (2) if it demonstrates to the
governmental entity with which it seeks to contract and that entity finds
that the commission of the offense was neither authorized, requested,
commanded, nor performed by a director, officer or a high managerial agent
in behalf of the corporation as provided in paragraph (2) of subsection
(a) of Section 5-4 of the State of Illinois Criminal Code.
	 
	



	3.	 	For purposes of Section IIA of this certification, a person commits the
offense of and engages in bid-rigging when he knowingly agrees with any
person who is, or but for such agreement should be, a competitor of such
person concerning any bid submitted or not submitted by such person or
another to a unit of State or local government when with the intent that
the bid submitted or not submitted will result in the award of a contract
or such person or another and he either (1) provides such person or
receives from another information concerning the price or other material
term or terms of the bid which would otherwise not be disclosed to a
competitor in an independent noncollusive submission of bids or (2)
submits a bid that is of such a aprice or other material term or terms
that he does not intend the bid to be accepted. See 720 ILCS 5/33E-3.
	



	 
	4.	 	For purposes of Section IIA of this certification, a person commits the
offense of and engages in bid rotating when, pursuant to any collusive
scheme or agreement with another, he engages in a pattern over time
(which, for the purposes hereof, shall include at least 3 contract bids
within a period of ten years, the most recent of which occurs after
January 1, 1989) of submitting sealed bids to units of State or local
government with the intent that the award of such bid rotates, or is
distributed among, persons or business entities which submit bids on a
substantial number of the same contracts. See 720 ILCS 5/33E-4.
	 
	5.	 	5ILCS 5/11 — 42.1-1 provides that a municipality may not enter into an
agreement with an individual or other entity that is delinquent in the
payment of any tax administered by the Illinois Department of Revenue
unless the contracting party is contesting, in accordance with the
procedures established by the appropriate Revenue Act its liability for
the tax or the amount of the tax or unless the contracting party has
entered into an agreement to pay the tax and is in compliance with the
agreement.




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DISCLOSURE OF OWNERSHIP INTEREST





	6.	 	“Environmental Restriction” means any statute, ordinance, rule,
regulation, permit, permit condition, order or directive relating to or
imposing liability or standards of conduct concerning the release or
threatened release of hazardous materials, special wastes or other
contaminants into the environment and to the generation, use storage,
transportation, or disposal of construction debris, bulk waste, refuse,
garbage, solid waste, hazardous materials, special wastes or other
contaminants, including but not limited to (1) the Comprehensive
Environmental Response and Compensation and Liability Act (42 U.S.C.§ 7401
et seq.); (4) the Clean Water Act (33 U.S.C. §1251 et seq.); (5) the Clean
Air Act (42 U.S.C.§ 7401 et seq.); (6) the Toxic Substances Control Act of
1976 (15 U.S.C. § 2601 et seq.); (7) the Safe Drinking Water Act (42
U.S.C. § 300f); (8) the Occupational Health and Safety Act of 1970 (29
U.S.C. §651 et seq.); (9) the Emergency Planning and Community Right to
Know Act (42 U.S.C. § 11001 el seq.); and (10) the Illinois Environmental
Protection Act (415 ILCS 5/1 through 5/56.6).
	 
	VI.	 	VERIFICATION
	 
	 	 	Under penalty of perjury, I certify that I am authorized to execute this
Grantee’s Affidavit on behalf of the Grantee set forth on page 1, that I
have personal knowledge of all the certifications made herein and that
the same are true.





	 	 	 
	

	 	

	

	 	Signature of Authorized Officer
	 
	 	 
	

	 	Donald A.
Petkus

	

	 	Name of Authorized Officer (Print or Type)
	 
	 	 
	

	 	President &
CEO

	

	 	Title
	 
	 	 
	

	 	(312) 634-3200

	

	 	Telephone Number







State of Illinois



County of Cook



Signed and sworn to before me this



17nd day of January 1997



	 	 	 
	

	 	 
	Notary Public 
	 	 







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DISCLOSURE OF OWNERSHIP INTEREST







Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the
Municipal Code of the City of Chicago, all grantees/ proposers shall provide
the following information with their proposal. Notwithstanding, the
Corporation Counsel may require an additional information which is reasonably
intended to achieve full disclosure of ownership interests from grantee or
proposer. Every question must be answered. If the question is not applicable,
answer with “NA.” If the answer is none, please answer “None.” Note: The
person preparing Section I, II, III, IV or V of this statement must sign the
bottom of Page 4 before a Notary Public.








	 	 	 
	Grantee/ Proposer Name:

	 	Unicom Thermal Technologies, Inc.
	 	 	 
	Grantee/ Proposer Address:

	 	30 West Monroe, Suite 500
	

	 	Chicago, Illinois 60603







	 	 	 	 	 	 	 
	Grantee/ Proposer is a :

	 	(x)Corporation;
	 	(   )Sole Proprietor;
	 	(   )Partnership;
	          (Check One)

	 	(   )Not-for Profit Corporation
	 	(   )Joint Venturer*;
	 	(   )Other;







               *Each Joint Venture Partner must submit a completed Disclosure of
Ownership Interest.







SECTION I — FOR PROFIT CORPORATIONS









	a.	 	Incorporated in the State of Illinois
	 
	b.	 	Authorized to do business in the State of Illinois:           YES (x)            NO ( )
	 
	c.	 	Name of all Officers of corporation (or Attach List): Names of all
Directors of Corporation (or Attach List):





	 	 	 	 	 	 	 
	



	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	
Mr.
James J. O’Connor

	 	Chairman of the Board
Director/ Officer
	 	Mr. Don Petkus	 	President
Director/ Officer
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

		 	 	 	Mr. William Downey
	 	Director
	 
	 	 
	 	                                                         

	 	                                                         

	Mr. Samuel Skinner
	 	Director
	 	Mr. John Bukovski
	 	Director
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Robert Manning
	 	Director
	 	Mr. David Scholz
	 	Officer
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         

	Mr. Leo Mullin

	 	Director/Officer
	 	Mr. Dennis O’Brien	 	Officer
	                                                         

	 	                                                         

	 	                                                         

	 	                                                         














	d.	 	If the corporation has fewer than 100 shareholders indicate here or
attach a list of names and addresses of all shareholders and the
percentage interest of each.




 









 











DISCLOSURE OF OWNERSHIP INTEREST




	 	 	 	 	 	 	 	 	 
	Name (Print or Type)	 	Address	 	Ownership Interest	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 
	

	 	 	 	 	 	 	%	 
	
 

	 	
 
	 	
 	 	 	 	 








	e.	 	The corporation is owned partially or completely by one or more other
corporations: YES (x ) NO (   )
	 
	 	 	        If “yes,” submit a Disclosure of Ownership Interests form for each of
said corporations.
	 
	f.	 	If the corporation has 100 or more shareholders, indicate here or attach
a list of names and addresses of all shareholders owning shares equal to
or in excess of 10% of the proportionate ownership of the corporation and
indicate the percentage interest of each.





	 	 	 	 	 	 	 
	Name (Print or Type)	 	Title (Print or Type)	 	Name (Print or Type)	 	Title (Print or Type)
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         
	                                      

	 	                                                         
	 	                                                         
	 	                                                         






NOTE: Generally, with corporations having 100 or more shareholders where no
shareholders own 10% of the share, the requirements of this Section I would be
satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the
corporation’s latest published annual report and/or Form 10-K if the
information is contained therein.




SECTION II — PARTNERSHIPS





                                                                                N/A


If the grantee/proposer is a partnership, indicate the name of each partner and
the percentage of interest of each therein:




	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	

	 	 	 	 	%	 
	
 	 	 	 	 
	

	 	 	 	 	%	 
	
 	 	 	 	 







 









 






DISCLOSURE OF OWNERSHIP INTEREST










	 	 	 	 	 	 	 
	Names of Partner (Print or Type)	 	Percentage Interest	 	 	 	 
	 
	

	 	
	 		%	 
	
	 		 	 	 	 
	

	 	
	 		%	 
	
	 		 	 	 	 
	

	 	
	 		%	 
	
	 		 	 	 	 
	

	 	
	 		%	 
	 
	 	 	 	 	 	 










 









 






	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	ILLINOIS
	 	 	)	 	 	 	 	 
	

	 	 	 	 	)	 	 	SS.	 	 
	COUNTY OF

	 	Cook
	 	 	)	 	 	 	 	 











     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook
and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a
true and correct copy of that certain ordinance now on file in my office an
amendment of ordinance which authorized the Use Agreement with Unicom Thermal
Technologies.







     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the thirtieth (30th) day of July, A.D.
1997 and deposited in my office on the thirtieth (30th) day of July, A.D. 1997.







     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result of
said vote so taken was as follows, to wit: Yeas 49, Nays None.







     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without delay, by the City Clerk of the said City of Chicago, and that the said
Mayor did approve and sign the said ordinance on the thirtieth (30th) day of
July, A.D. 1997.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.



	 	 	 	 	 
	[L.S.]

	 	 	 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the City of Chicago aforesaid, at the said City,
in the County and State aforesaid, this fifth (5th) day of August,
A.D. 1997.







	 	 	 
	

	 	

	

	 	JAMES J. LASKI, City Clerk








 










 





[Daley and George, Ltd. Letterhead]




January 5, 1998




Mr. Donald A. Petkus

Unicom Thermal Technologies, Inc.

30 West Monroe/Fifth Floor

Chicago, Illinois 60603



Dear Don:




          I am enclosing herein an executed copy of the Tenth Amendment to the
District Cooling Use Agreement which permits the distribution piping system to
be expanded in accordance with the attached exhibits.



          If you have any questions, please call me.




Sincerely,




John J. George



JJG:df

Enclosure



 









 





          This Tenth Amendment to District Cooling System Use Agreement (the “Tenth
Amendment”), dated as of October 1, 1997 (the “Effective Date”) by and between
the City of Chicago, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and Unicom
Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a
wholly-owned subsidiary of Unicom Enterprise which is 100% owned by Unicom
Corporation.



WITNESSETH:




          WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



          WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



          WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



          WHEREAS, in order to provide increased hydraulic efficiency for the System
and to serve a property located at 221 North LaSalle Street, Grantee proposes
to install additional distribution pipeline equipment, conduits, fixtures and
other instrumentalities and appurtenances to be used exclusively in the
provision of District Cooling Services and to be located (i) in the City’s
public ways in a portion of Dearborn Street from Madison Street to Lake Street,
(ii) in the City’s public ways in a portion of LaSalle Street from Wacker Drive
to approximately 75 feet North of Lake Street (collectively the “Additional
Distribution Facilities”); and



1









 





          WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Tenth Amendment (the “Amended Exhibits”); and



          WHEREAS, the City wishes further time to consider whether Additional
Distribution Facilities are necessary in Dearborn Street from Madison Street to
Lake Street in order to improve hydraulic efficiency from the System subject to
the imposition of certain conditions.



          WHEREAS, the City Council of the City on September 10, 1997 approved
execution of a Tenth Amendment to the Current Agreement in substantially the
form of this Tenth Amendment, including the Amended Exhibits (the “Ordinance”);
and



          WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



          NOW, THEREFORE,



          It is agreed by the parties hereto as follows:



          Section 1. The above recitals are expressly incorporated herein and made a
part of this Tenth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



          Section 2. As of the Effective Date of this Tenth Amendment, the Current
Exhibits are conditionally deemed superseded and replaced by the Amended
Exhibits, subject in all cases to the conditions set forth in Section 3. It is
further represented and confirmed by Grantee that the Additional Distribution
Facilities shall be sized for and used solely for the provision of District
Cooling Services.



2









 





          Section 3. Notwithstanding the provisions contained in Section 2 hereof,
the Current Exhibits shall not be deemed amended to include, and no Additional
Distribution Facilities shall be installed or located in the City’s public ways
in Dearborn Street from Madison Street to Lake Street (as described in (i) in
the fourth paragraph of the preamble) unless and until, prior to issuance of
any permits therefor, further written approval for such Additional Distribution
Facilities shall be given by the Commissioner of the Department of the
Environment and the Commissioner of the Department of Transportation. Such
approval shall be conditioned upon the satisfaction of said Commissioners that,
and the extent to which, such Additional Distribution Facilities are necessary
to provide reasonably required increased hydraulic efficiency for the System.
The Grantee shall provide such data and documentation as such Commissioner
shall require in order to reach a conclusion as to such necessity. Prior to
receipt of such approval and the issuance of related permits, the Grantee shall
only apply for a permit to perform test holes in the portions of the public way
described in this Section 3 in such manner and subject to such restrictions as
set forth herein and any related test hole permits. Any work conducted or
facilities installed beyond the scope of the test hole permits prior to the
written approval of the Commissioners for such additional work or facilities
shall be deemed a breach of the Current Agreement, as amended hereby.



          Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Amendment or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Code (Chapter 2-156) (the “Code”). No payment, gratuity or
offer of employment shall be



3









 




made in connection with this Tenth Amendment by or on behalf of any
contractors to the Grantee or higher tier subcontractors or anyone associated
therewith, as an inducement for the award of contracts, subcontracts or orders.
Any agreement entered into, negotiated or performed in violation of any of the
provisions of said Chapter 2-156 shall be voidable as to the City.




          Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and
under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar
Edition.



          Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



          Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



          Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



4









 





          Section 9. Except as expressly modified in this Tenth Amendment, all other
terms, covenants and conditions in the Current Agreement (including exhibits
and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



5









 





          IN WITNESS WHEREOF, the City has caused this Tenth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	


	

/s/ James J. Laski	 	By:	 	 	 	/s/ [ILLEGIBLE]
	


	
	 	 	 	

	City Clerk

	 	 	 	TITLE:
	 	Commissioner of the Department of
	

	 	 	 	 	 	Environment
	 
	 	 	 	 	 	 
	


	

	 	By:	 	 	 	/s/ [ILLEGIBLE]
	


	 	 	 	 	

	

	 	 	 	TITLE:
	 	Director of the
	

	 	 	 	 	 	Department of Revenue
	 
	 	 	 	 	 	 
	


	

	 	By:	 	 	 	/s/ [ILLEGIBLE]
	


	 	 	 	 	

	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Transportation
	Reviewed as to form and legality:
	 	 	 	 	 	 
	


	/s/ [ILLEGIBLE]
	 	 	 	 	 	 
	


	

	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 







	 	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	


	

	 	By:	 	 	 	/s/ [ILLEGIBLE]
	


	
	 	 	 	

	

	 	 	 	TITLE:
	 	President







6









 






EXHIBIT 1




          The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams
Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more
or less, from the intersection of West Adams Street.
In Dearborn Street from Adams Street to Lake Street including the portions of the
Dearborn Street/Madison Street intersection. In
Adams Street from LaSalle Street to Michigan Avenue.
In Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet west of
the west right-of-way line of State Street and in
said alley from Madison Street to approximately 40
feet south of Madison Street. In City property at
the northwest corner of Carroll Avenue and Dearborn
Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Jackson Boulevard. Within Franklin Street from
Randolph Street to approximately 300 feet south of
the south line of West Madison Street. In Jackson
Boulevard, from Franklin Street to Dearborn Street.
In LaSalle Street, from West Wacker Drive to Van Buren Street.
In Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street.







7









 






	 	 	 
	

	 	In
Madison Street, from LaSalle Street to Clark Street.
In Monroe Street, from LaSalle Street to Clark
Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue.
In West Carroll Avenue, from the westerly right of
way line of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue and
Dearborn Street/Carroll Avenue intersections. In
LaSalle Street from West Carroll Avenue to
approximately 50 feet north of West Carroll Avenue.
Across and under Kinzie Street from the Merchandise
Mart to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located west of
the Franklin Street/Kinzie Street intersection and
east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from
the Merchandise Mart to the Apparel Center for piping
with a maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.
	 
	 	 
	Production Plant #3:

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross / Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court, from South Water Street to
Lake Street. In Lake Street, from Garland Court to
LaSalle Street.







          This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes



8









 




in construction conditions. All amendments requiring changes in location
not based on construction conditions shall require City Council authorization.




9









 








EXHIBIT 2









10









 








[Daley and George, Ltd. Letterhead]




September 17, 1997




BY MESSENGER

Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



          In re: Tenth Amendment



Dear Don:




          Enclosed please find a certified copy of the Ordinance passed by the
Chicago City Council on September 10, 1997 authorizing the execution of the
Tenth Amendment. This is an important document and should be retained in your
permanent records.



          Continued Best Wishes.




Sincerely,




John J. George



JJG:tc

Enclosure




11










 





ORDINANCE




          WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



          WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



          WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



          WHEREAS, the First Amendment is dated as of June 1, 1995; and



          WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



          WHEREAS, the Second Amendment is dated as of July 15, 1995; and



          WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



          WHEREAS, the Third Amendment is dated as of February 1, 1996; and



12









 





          WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



          WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



          WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



          WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



          WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement (the “Sixth Amendment”); and



          WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



          WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



          WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



          WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



          WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



          WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the



13









 







“Ninth Amendment” and collectively with the Original Agreement and all
prior Amendments described above, the “Current Agreement”); and



          WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



          WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



          WHEREAS, in order to provide increased hydraulic efficiency for the System
and to serve a property located at 221 North LaSalle Street, Grantee proposes
to install additional distribution pipeline equipment, conduits, fixtures and
other instrumentalities and appurtenances to be used exclusively in the
provision of District Cooling Services (as defined in the Current Agreement)
and to be located (i) in the City’s public ways in a portion of Dearborn Street
from Madison Street to Lake Street, (ii) in the City’s public ways in a portion
of LaSalle Street from West Wacker Drive to approximately 75 feet North of Lake
Street (collectively the “Additional Distribution Facilities”); and



          WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2 to be
attached to a Tenth Amendment hereinafter referred to (the “Amended Exhibits”);
and



          WHEREAS, the City needs further time to consider and determine whether,
and to what extent, Additional Distribution Facilities are necessary in
Dearborn Street from Madison Street to Lake Street in order to improve
hydraulic efficiency for the System, subject to the imposition of certain
conditions deemed appropriate by the City, and Grantee will be required to
cause to be prepared and submitted to the City such information and
documentation as may be



14









 







deemed necessary or appropriate by the City for the City to make its
assessment and determination;



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



          SECTION 1: The above recitals are expressly incorporated herein and made a
part of this ordinance by reference as though fully set forth herein.



          SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Tenth
Amendment to the District Cooling System Use Agreement (the “Tenth Amendment”)
substantially in the form attached hereto as Exhibit A, subject to such changes
as shall be approved by the officials executing the same, their execution
constituting conclusive evidence of their approval and this City Council’s
approval of any such changes or revisions therein from the form of the Tenth
Amendment attached hereto (including, but not limited to reduction or
elimination of specific routes herein authorized in the interest of public
safety or in the public interest); provided, however, that no such change or
revision may extend the Additional Distribution Facilities or reduce general
compensation paid to the City contrary to the provisions of the Current
Agreement as modified by the Tenth Amendment in the form attached hereto
without further action of this City Council. Such officials may also negotiate
in the Tenth Amendment such additional environmental terms and conditions as
shall be deemed desirable by the Commissioner of the City’s Department of the
Environment. In addition, such officials may also negotiate in the Tenth
Amendment such changes to the insurance terms and conditions set forth in
Section 6 of the Current Agreement as shall be deemed desirable by the City’s
Risk Manager.



15









 





          SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



          SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with
this ordinance are, to the extent of such conflict, hereby repealed.



16









 





EXHIBIT A




          This Tenth Amendment to District Cooling System Use Agreement (the “Tenth
Amendment”), dated as of    , 1997 (the “Effective Date”) by and between
the City of Chicago, Illinois (the “City”), a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois, and Unicom
Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a
wholly-owned subsidiary of Unicom Enterprise which is 100% owned by Unicom
Corporation.



WITNESSETH:




          WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



          WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



          WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and







          WHEREAS, in order to provide increased hydraulic efficiency for the System
and to serve a property located at 221 North LaSalle Street, Grantee proposes
to install additional distribution pipeline equipment, conduits, fixtures and
other instrumentalities and appurtenances to be used exclusively in the
provision of District Cooling Services and to be located (i) in the City’s
public ways in a portion of Dearborn Street from Madison Street to Lake Street,
(ii) in the







 









 







City’s public ways in a portion of LaSalle Street from Wacker Drive to
approximately 75 feet north of Lake Street (collectively, the “Additional
Distribution Facilities”); and



          WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Tenth Amendment (the “Amended Exhibits”); and



          WHEREAS, the City needs further time to consider and determine whether and
to what extent Additional Distribution Facilities are necessary in Dearborn
Street from Madison Street to Lake Street in order to improve hydraulic
efficiency for the System subject to the imposition of certain conditions.



          WHEREAS, the City Council of the City on    , 1997 approved execution
of a Tenth Amendment to the Current Agreement in substantially the form of this
Tenth Amendment, including the Amended Exhibits (the “Ordinance”); and



          WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



          NOW, THEREFORE,



          It is agreed by the parties hereto as follows:



          Section 1. The above recitals are expressly incorporated herein and made a
part of this Tenth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



          Section 2. As of the Effective Date of this Tenth Amendment, the Current
Exhibits are conditionally deemed superseded and replaced by the Amended
Exhibits, subject in all cases to the conditions set forth in Section 3. It is
further represented and confirmed by



2









 







Grantee that the Additional Distribution Facilities shall be sized for and
used solely for the provision of District Cooling Services.







          Section 3. Notwithstanding the provisions contained in Section 2 hereof,
the Current Exhibits shall not be deemed amended to include, and no Additional
Distribution Facilities shall be installed or located in the
City’s public ways
in Dearborn Street from Madison Street to Lake Street (as described in (i) in
the fourth paragraph of the preamble) unless and until, prior to issuance of
any permits therefor, further written approval for such Additional Distribution
Facilities shall be given by the Commissioner of the Department of the
Environment and the Commissioner of the Department of Transportation. Such
approval shall be conditioned upon the satisfaction of said Commissioners that,
and the extent to which, such Additional Distribution Facilities are necessary
to provide reasonably required increased hydraulic efficiency for the System.
The Grantee shall provide such data and documentation as such Commissioner
shall require in order to reach a conclusion as to such necessity. Prior to
receipt of such approval and the issuance of related permits, the Grantee shall
only apply for a permit to perform test holes/test pits in the portions of the
public way described in this Section 3 in such manner and subject to such
restrictions as set forth herein and any related test hole/test pit permits.
Any work conducted or facilities installed beyond the scope of the test hole
permits prior to the written approval of the Commissioners for such additional
work or facilities shall be deemed a breach of the Current Agreement, as
amended hereby.







          Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by Grantee or has a personal financial or
economic interest directly or indirectly in this Amendment or any contract or
subcontract resulting therefrom or in the privileges to he granted



3









 







hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to the Code (Chapter 2-156) (the “Code”). No payment,
gratuity or offer of employment shall be made in connection with this Tenth
Amendment by or on behalf of any contractors to the Grantee or higher tier
subcontractors or anyone associated therewith, as an inducement for the award
of contracts, subcontracts or orders. Any agreement entered into, negotiated
or performed in violation of any of the provisions of said Chapter 2-156 shall
be voidable as to the City.



          Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and
under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar
Edition.



          Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



          Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



          Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any



4









 







such business operations in Northern Ireland in accordance with the
MacBride Principles for Northern Ireland as defined in Illinois Public Act
85-1390 (1988 Ill. Laws 3220).



          Section 9. Except as expressly modified in this Tenth Amendment, all other
terms, covenants and conditions in the Current Agreement (including exhibits
and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



5









 





          IN WITNESS WHEREOF, the City has caused this Tenth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.


(SEAL)



	 	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
 	 	 	 	
 
	City Clerk

	 	 	 	TITLE:
	 	Commissioner of the Department of
	

	 	 	 	 	 	Environment
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	TITLE:
	 	Director of the
	

	 	 	 	 	 	Department of Revenue
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	TITLE:
	 	Commissioner of the
	

	 	 	 	 	 	Department of Transportation
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	


	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
 	 	 	 	
 
	

	 	 	 	TITLE:
	 	President







6









 






EXHIBIT 1




          The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams
Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more
or less, from the intersection of West Adams Street.
In Dearborn Street from Adams Street to Lake Street including the portions of the
Dearborn Street/Madison Street intersection. In
Adams Street from LaSalle Street to Michigan Avenue.
In Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet west of
the west right-of-way line of State Street and in
said alley from Madison Street to approximately 40
feet south of Madison Street. In City property at
the northwest corner of Carroll Avenue and Dearborn
Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Jackson Boulevard. Within Franklin Street from
Randolph Street to approximately 300 feet south of
the south line of West Madison Street. In Jackson
Boulevard, from Franklin Street to Dearborn Street.
In LaSalle Street, from West Wacker Drive to Van Buren Street.
In Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street. In
Madison Street, from LaSalle Street to Clark Street.
In Monroe Street, from LaSalle Street to Clark
Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue.
In West Carroll Avenue, from the westerly right of
way line of Wells







7









 






	 	 	 
	

	 	Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue and
Dearborn Street/Carroll Avenue intersections. In
LaSalle Street from West Carroll Avenue to
approximately 50 feet north of West Carroll Avenue.
Across and under Kinzie Street from the Merchandise
Mart to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located west of
the Franklin Street/Kinzie Street intersection and
east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from
the Merchandise Mart to the Apparel Center for piping
with a maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.
	 
	 	 
	Production Plant #3:

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross / Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court, from South Water Street to
Lake Street. In Lake Street, from Garland Court to
LaSalle Street.







          This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



8









 






EXHIBIT 2

















 








Document No. 097-1994









	 	 	 	 	 
	APPROVED

	 	APPROVED	 	 
	/s/
[ILLEGIBLE]
	 	/s/ Richard J. Daley	 	 
	


	 	

	CORPORATE COUNSEL

	 	                      Mayor
	 
	 	 	 	 
	

	 	


	19	













 









 





     This Eleventh Amendment to District Cooling System Use Agreement (the
“Eleventh Amendment”), dated as of March 12, 1998 (the “Effective Date”) by and
between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by
Unicom Corporation.



WITNESSETH:



     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances to
be used exclusively in the provision of District Cooling Services and to be
located (i) in the City’s public ways in a portion of South Franklin Street
from Jackson Boulevard to approximately 300 feet south of the south line of
West Madison Street, (ii) in the City’s public ways in a portion of Monroe
Street from South Dearborn Street to the Clark Street intersection (iii) in the
City’s Public ways to be located in the Jackson Boulevard/Dearborn Street
Intersection and in Dearborn Street from such intersection to 100 feet south of
such intersection; (iv) in the City’s Public ways in Garland Court from Wacker
Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access
driveway (but only to the extent permitted by and consistent with City property
interests therein) extending from the south line of West Kinzie Street
beginning at a point 88 feet east of North Dearborn Street for a distance of
approximately 98 feet south and thence generally in a



 









 




southwesterly direction for approximately 151 feet to the intersection of
lower Carroll Avenue and North Dearborn Street; (vi) in the City’s public ways
in Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State
Street; and (vii) in City property to be located in a portion of the former
underground trolley tunnel known as the Washington Street Trolley Tunnel (the
“Washington Street Trolley Tunnel”) from 300 feet west of Franklin Street to
North Water Street (collectively the “Additional Distribution Facilities”); and




     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Eleventh Amendment and to delete certain previously authorized
routes in Madison Street from LaSalle Street to Clark Street and in Monroe
Street from LaSalle Street to Clark Street, which routes were never used by the
Grantee and which are no longer deemed by the Grantee to be necessary for the
Grantee’s System (the “Amended Exhibits”); and



     WHEREAS, the Current Agreement also needs to be amended to reflect the
inclusion of portions of the Washington Street Trolley Tunnel as depicted in
Exhibit 3C in the Additional Distribution Facilities as well as the inclusion
of certain City property (to the extent of City property interests) at the
lower Carroll Street Access driveway as depicted in Exhibit 4; and



     WHEREAS, the City Council of the City on February 5, 1998 approved
execution of an Eleventh Amendment to the Current Agreement in substantially
the form of this Eleventh Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Eleventh Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



2









 






     Section 2. As of the Effective Date of this Eleventh Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section
3.



     Section 3. As of the Effective Date of this Eleventh Amendment, the
following definitions are added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):




	 	 	“Washington Street Trolley Tunnel” shall mean the former street trolley
tunnel located under portions of Washington Street between Franklin
Street and Clinton Street, including crossing under the Chicago River as
shown on Exhibit 3.
	 
	 	 	“Trolley Tunnels” shall mean collectively the Washington Street Trolley
Tunnel and the LaSalle Street Trolley Tunnel. The term Trolley Tunnels
shall not be deemed to include any other trolley tunnels unless this
Agreement is further amended to include such other such trolley tunnel.





     Section 4. As of the Effective Date of this Eleventh Amendment, the
definition of the “Public Ways” in the Current Amendment is hereby amended to
read as follows:




	 	 	“Public Ways” shall mean the surface, the air space above the surface and
the area below the surface of any right-of-way and public street and any
highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park,
parkway, waterway or other public right-of-way including public utility
easements or rights-of-way in which the city has jurisdiction, and any
temporary or permanent fixtures or improvements located thereon now or
hereafter held by the City in which the City holds rights sufficient,
without consent of any other party, to permit the Grantee to the use
thereof for the purpose of installing or maintaining Grantee’s District
Cooling Facilities. The term “Public Ways” shall be deemed not to
include the Chicago Freight Tunnels or the Trolley Tunnels or any other
tunnels except as specifically referred to herein.





     Section 5. As of the Effective Date of this Eleventh Amendment, the Title
to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels
and LaSalle Street Trolley Tunnel” to “Chicago Freight Tunnels, the Trolley
Tunnels and other City Property.” As of the



3









 




Effective Date of this Agreement, Exhibit 3 to the Seventh Amendment to
the District Cooling System Use Agreement, dated as of January 13, 1997 shall
be redesignated as Exhibit 3A to the Current Agreement. As of the Effective
Date of this Agreement, Exhibit 3 to the Eighth Amendment to the District
Cooling System Use Agreement, dated as of May 1, 1997, shall be redesignated as
Exhibit 3B to the Current Agreement.




     Section 6. As of the Effective Date of this Eleventh Amendment, Section
9.2 to the Current Agreement is hereby amended in its entirety, to read as
follows:



     “Section 9.2




	(A)	 	Trolley Tunnels. It is acknowledged that the Trolley Tunnels
are City-owned property and are unique environments. The Grantee
desires to use portions of the Trolley Tunnels to install
Distribution Facilities. Nevertheless, for purposes of this
Agreement, to the extent any portions of the Trolley Tunnels are
included as Additional Distribution Facilities pursuant to this
Agreement, all provisions of the Agreement relating to the Public
Ways shall be applied to the Trolley Tunnels. Space in the Trolley
Tunnels may in the future become a scarce resource. In order to
preserve the availability of the Trolley Tunnels for future grantees
and permittees, the Grantee may be required to restrict the size or
be limited in the approved location of the conduit or facilities the
Grantee constructs or installs therein in accordance with permits
issued by the Department of Transportation. The City reserves the
right to impose additional fees specifically for the use of the
Trolley Tunnels or any portion thereof not otherwise described in
this Agreement based on the dimensions and nature of the Grantee’s
facilities, so long as such fees will he applied in a
nondiscriminatory and reasonable fashion to any other similar users.
	 
	(B)	 	Tunnel Agreement Required. Prior to the issuance of permits,
the Grantee shall enter in such additional agreements with the City
as may be required by the Department of Transportation regarding
construction, installation, maintenance, inspection, insurance and
other related aspects of use of the Trolley Tunnels or any portions
of either of them encompassing one of the Authorized Routes. Any




4









 






	 	 	disputes relating to use of any portion of the Trolley Tunnels with
present or future users of such Trolley Tunnels shall be resolved
to the satisfaction of the Commissioner of the Department of
Environment, the Commissioner of the Department of Transportation
and other affected City departments.

	 
	(C)	 	No City Obligation. The City will not be obligated to pay
any amounts to the Grantee for any cost of preparation, maintenance
or improvement to the Trolley Tunnels and the Grantee expressly
waives any right to any such contributions. Any use of the Trolley
Tunnels shall be solely at the Grantee’s risk and the City shall not
be liable in any way therefor.
	 
	(D)	 	Maintenance. The Grantee further agrees to maintain in
conjunction with other users those portions of the Trolley Tunnels
through which the Grantee’s System is placed or operates, or which
is affected directly or indirectly by such operations, and will keep
such portions free of hazards to the satisfaction of the City and
will keep such portions of the Trolley Tunnels passable for purposes
of inspection by City personnel or its designated agents. The
Grantee shall provide reasonable cooperation to the City, its
designated agents and other users of the Trolley Tunnels for
installation, construction, inspection and maintenance and shall not
interfere with such activities. The privilege granted herein shall
be maintained and used in accordance with this Agreement, any other
tunnel agreement to which the Grantee is a party, and any
restrictions on the use of the Trolley Tunnels or either of them
established by the Commissioner of the Department of Transportation
and the Commissioner of the Department of Environment.
	 
	(E)	 	Access to Trolley Tunnels. In connection with the use of
portions of the LaSalle Street Trolley Tunnel as set forth in this
Section 9.2 and set forth in Exhibit 3A to this Agreement, Grantee
is authorized to construct and install portions of its Additional
Distribution System in existing City owned access shafts or
construct new access shafts penetrating the LaSalle Street Trolley
Tunnel and to locate a portion of its Additional Distribution System
under portions of a City-owned parking garage located under LaSalle
Street all as set forth in Exhibit 3B to this Agreement. In
connection with the use of portions of the Washington Street Trolley
Tunnel as set forth in Section 9.2 and as set forth in Exhibit 3C to
this




5









 






	 	 	Agreement, Grantee is authorized to construct (not exceeding two)
new access shafts penetrating into the Washington Street Trolley
Tunnel and located or to be located within the Authorized Routes
and, as deemed necessary or appropriate, to operate and maintain
the Additional Distribution Facilities therein and thereunder (all
access shafts and real property referred to in this Section 9.2(E)
being collectively referred to as “Tunnel Access Facilities”);
subject, however to obtaining and acting pursuant to any and all
City permits required in connection therewith. For purposes of
this Agreement, all applicable provisions of the Agreement relating
to the Public Ways shall be applied to the Tunnel Access Facilities
and the provisions of Sections 9.2(A) through (D) applicable to the
Trolley Tunnels shall be applicable to the Tunnel Access
Facilities. This Section 9.2(E) is intended to clarify the
existing provisions of the Current Agreement and not to provide
expanded privileges to Grantee.
	 
	(F)	 	Access to Lower Carroll Avenue Access Driveway. To the
extent of and only to the extent of City property rights therein,
Grantee is authorized to construct, maintain, install and operate
portions of its Additional Distribution System under portions of the
lower Carroll Avenue access driveway as shown on Exhibit 4
(“Driveway Facilities”) and, as deemed necessary or appropriate, to
operate and maintain the Additional Distribution Facilities therein
and thereunder; subject, however to (1) obtaining and acting
pursuant to any and all City permits required in connection
therewith and (2) to obtaining prior to commencement of any work all
necessary consents and property rights, if applicable, of private
property owners, if applicable, to such construction, installation,
operation and maintenance. For purposes of this Agreement, all
applicable provisions of the Agreement relating to the Public Ways
shall be applied to the Driveway Facilities (to the extent of City
interests therein), including in particular provisions relating to
insurance and indemnification.”





     Section 7. As of the Effective Date of this Eleventh Amendment, a new
Section 5.1(C) of the Current Agreement is hereby added to read in its entirety
as follows:



6









 






	“(C)	 	 In addition to clauses (A) and (B), the Grantee shall pay a
surcharge for use of the portions of the Washington Street Trolley
Tunnel authorized by the City to be used for Additional Distribution
Facilities sufficient for cost recovery by the City of pro rata
costs of inspecting, maintaining, improving and operating the
Washington Street Trolley Tunnel, such surcharge to be determined in
a nondiscriminatory and reasonable fashion among similar users by
the Commissioner of the Department of Transportation and the
Commissioner of the Department of the Environment. Such surcharge
rate or rates shall be published by said departments on an annual
basis and provided to the Grantee and other users of the Washington
Street Trolley Tunnel on an annual basis. It is estimated that the
initial surcharge for the Grantee for use of the Washington Street
Trolley Tunnel for its additional Distribution Facilities as set
forth herein in 1998 shall be $40,000 and such sum shall be paid
prior to the issuance of any permits for work in the Washington
Street Trolley Tunnel. In subsequent years, such surcharge shall be
paid within thirty (30) days after notice of the amount thereof has
been furnished to the Grantee by the City; provided that in the
absence of any such notice by January 30 of any Compensation Year,
the Grantee shall pay the amount equal to that paid for the
preceding Compensation Year on or before February 15 of such
Compensation Year, subject to retroactive adjustment based on actual
notice of such surcharge amount for such Compensation Year.”





     Section 8. The Grantee represents that, to the best of its knowledge, no
member of the governing body of City and no other official, officer, agent or
employee the City is employed by the Grantee or has a personal financial or
economic interest directly or indirectly in this Amendment or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No
payment, gratuity or offer of employment shall be made in connection with this
Eleventh Amendment by or on behalf of any contractors to the Grantee or higher
tier subcontractors or anyone associated therewith, as an inducement for the
award of contracts, subcontracts or orders. Any agreement entered into,
negotiated or performed in violation of any of the provisions of said Chapter
2-156 shall be voidable as to the City.



7









 





     Section 9. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-l et seq. (1994 State Bar
Edition).



     Section 10. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance therewith.



     Section 11. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the
Office of the Secretary of State of Illinois. The Grantee has provided the
City with the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 12. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 13. Except as expressly modified in this Eleventh Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



8









 





IN WITNESS WHEREOF, the City has caused this Eleventh Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.




(SEAL)








	 	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ [ILLEGIBLE]

	 	 
	/s/
James J. Laski
City Clerk

		Title: 
Commissioner of the Department of Environment	 	 
	 

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	Title:
	 	

Director of the Department of	 	 
	

	 	 	 	Revenue	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	Title:
	 	

Commissioner of the	 	 
	

	 	 	 	Department of Transportation	 	 
	 
	 	 	 	 	 	 
	Reviewed as to form
	 	 	 	 	 	 
	and legality:
			 	 	 	 
	/s/ [ILLEGIBLE]
	

Assistant Corporation Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	
	/s/
Mamie Takagi

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	 	Title:
	 	

President	 	 











9









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to the construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



Production Plant #1: Northeast corner of South State Street and East Adams Street



	 	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the
intersection of West Adams Street. In Dearborn Street from Adams Street to Lake
Street including the portions of the Dearborn Street/Madison Street intersection.
In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from
Dearborn Street to the north/south public alley which lies 120 feet west of the
west right-of-way line of State Street and in said alley from Madison Street to
approximately 40 feet south of Madison Street. In City property at the northwest
corner of Carroll Avenue and Dearborn Street.







Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway



	 	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street
from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin
Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection
and in Dearborn Street from such intersection to 100 feet south of such
intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In
Washington Boulevard, from LaSalle Street to approximately 300 feet west of
Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of
Franklin Street to North Water Street. In Monroe Street, from Dearborn Street to
Clark Street.
	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of West
Carroll Avenue. In West Carroll Avenue, from the
westerly right of way line of Wells Street to
Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll
Avenue intersections. To the extent of City
property interests







 









 






	 	 	 
	

	 	therein, in the lower Carroll Avenue access
driveway (but only to the extent permitted by and
consistent with City property interest therein)
extending from the south line of West Kinzie
Street beginning at a point 88 feet east of North
Dearborn Street for a distance of approximately
98 feet south and thence generally in a
southwesterly direction for approximately 151
feet to the intersection of lower Carroll Avenue
and North Dearborn Street. In Kinzie Street from
75 feet east of Dearborn Street to 75 feet east
of State Street. In LaSalle Street from West
Carroll Avenue to approximately 50 feet north of
West Carroll Avenue. Across and under Kinzie
Street from the Merchandise Mart to the building
commonly known as 400 N. Franklin Street for
piping with a maximum trench-width of six (6)
feet to located west of the Franklin
Street/Kinzie Street intersection and east of the
Orleans Street/Kinzie Street intersection.
Across and under Orleans Street from the
Merchandise Mart to the Apparel Center for piping
with a maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.
	 
	 	 
	Production Plant #3 

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield Building)




	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court from Lake
Street to approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court to LaSalle
Street.








     This Exhibit is subject to amendment pursuant to provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



2









 




EXHIBIT 2






 









 








Exhibit 3A – Not included (previous Ordinance)

Exhibit 3B – Not included (previous Ordinance)




Exhibit 3C




Washington Street Trolley Tunnel




 









 














 









 








Exhibit 4




Lower Carroll Avenue Access Driveway




 









 














 









 








[Letterhead of Daley and George, Ltd.]




February 25, 1998




BY MESSENGER

Mr. Donald Petkus

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603




     In re: Eleventh Amendment to Use Agreement



Dear Mr. Petkus:




     I am enclosing a certified copy of the Eleventh Amendment to Use Agreement
passed by the City Council on February 5, 1998.



     This is an important document and should be maintained in your permanent
records.



     Please feel tree to contact me if you should have any questions or
comments.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John J. George
	JJG: pg
	 	 







 









 






STATE OF ILLINOIS,    )

                                         )     SS.

COUNTY OF COOK.     )




I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and
State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true
and correct copy of that certain ordinance authorizing for the execution of
Eleventh Amendment to District Cooling System Use Agreement with Unicom Thermal
Technologies, Inc. (Formerly Northwind, Inc.); which was passed by the City
Council of the City of Chicago at the regular meeting held on the fifth (5th)
day of February, A.D., 1998.



I DO FURTHER CERTIFY that the original, of which the foregoing is a true and
correct copy, is on file in my office and that I am the lawful custodian of the
same.



	 	 	 
	 	WITNESS MY HAND and the corporate	 
	 	seal of the said City of Chicago this twenty-third	 
	 	(23rd) day of February, A.D.,
1998.



	 
	 	

JAMES J. LASKI, City Clerk	 








 









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement” (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and




 









 








     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted and
ordinance authorizing the City to enter into a Ninth Amendment to District
Cooling System Use Agreement (the “Ninth Amendment”); and



     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



     WHEREAS, on the 10th day of September, 1997 the City Council adopted and
ordinance authorizing the City to enter into a Tenth Amendment to District
Cooling System Use Agreement (the “Tenth Amendment”) (and collectively with the
Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities (the “Current Distribution Facilities”) for Grantee’s System’ and



     WHEREAS, Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances in
the City’s public ways to be used exclusively in the provision of District
Cooling Services (as that term is defined in the Current Agreement) and to be
located (i) in the City’s public ways in a portion of South Franklin Street
from Jackson Boulevard to approximately 300 feet south of the south line of
West Madison Street; (ii) in the City’s public ways in a portion of West Monroe
Street from Dearborn Street to the Clark Street intersection; (iii) in the
City’s public ways to be located in the Jackson Boulevard/Dearborn Street
Intersection and in Dearborn Street from such intersection to 100 feet south of
such intersection; (iv) in the City’s public ways in Garland Court from Wacker
Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access
driveway (but only to the extent permitted by and consistent with City property
interest therein) extending from the south line of West Kinzie Street beginning
at a point 88 feet east of North Dearborn Street for a distance of
approximately 98 feet south and thence generally in a southwesterly direction
for approximately 151 feet to the intersection of lower Carroll Avenue and
North Dearborn Street; (vi) in the City’s public ways in Kinzie Street from 75
feet east of Dearborn Street to 75 feet east of State Street; and (vii) in City
property to be located in a portion of the former underground trolley tunnel
known as the Washington Street Trolley Tunnel (the “Washington Street Trolley
Tunnel”) from 300 feet west of Franklin Street to North Water Street
(collectively the “Additional Distribution Facilities”); and



2









 





     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached hereto, and to delete certain previously authorized routes in Madison
Street from LaSalle Street to Clark Street and in Monroe Street from LaSalle
Street to Clark Street, which routes were never used by Grantee and which are
no longer deemed by Grantee to be necessary for Grantee’s System (the “Amended
Exhibits”); and



     WHEREAS, the Current Agreement also needs to be amended to reflect the
inclusion of portions of the Washington Street Trolley Tunnel in the Additional
Distributions Facilities as well as the inclusion of certain City property (to
the extent of City’s property interests) at the lower Carroll Street access
driveway; now, therefore,



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




     SECTION 1. The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2. Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, an Eleventh
Amendment to the District Cooling System Use Agreement (the “Eleventh
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting conclusive evidence of their approval and the City
Council’s approval of any such changes or revisions therein from the form of
the Eleventh Amendment attached hereto (including but not limited to reduction
or elimination of specific routes herein authorized in the interest of public
safety); provided, however, that no such change or revision may extend the
Additional Distribution Facilities or reduce general compensation paid to the
City contrary to the provisions of the Current Agreement as modified by the
Eleventh Amendment in the form attached hereto without further action of this
City Council. Such officials may also negotiate in the Eleventh Amendment such
additional environmental terms and conditions as shall be deemed desirable by
the Commissioner of the City Department of Environment. In addition, such
officials may also negotiate in the Eleventh Amendment such changes to the
insurance terms and conditions set forth in Section 6 of the Current Agreement
as shall be deemed desirable by the City’s Risk Manager and together with other
City departments, including the Department of General Services, may enter into
such additional agreements regarding the use of City property to be used by the
Additional Distribution Facilities as such officials may deem necessary and/or
appropriate.



     SECTION 3. All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



     SECTION 4. This Ordinance shall be in full force and effect upon its
passage and approval.



3









 





EXHIBIT A




     This Eleventh Amendment to District Cooling System Use Agreement (the
“Eleventh Amendment”), dated as of    , 1998 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances to
be used exclusively in the provision of District Cooling Services and to be
located (i) in the City’s public ways in a portion of South Franklin Street
from Jackson Boulevard to approximately 300 feet south of the south line of
West Madison Street, (ii) in the City’s public ways in a portion of Monroe
Street from South Dearborn Street to the Clark Street intersection (iii) in the
City’s Public ways to be located in the Jackson Boulevard/Dearborn Street
Intersection and in Dearborn Street from such intersection to 100 feet south of
such intersection; (iv) in the City’s Public ways in Garland Court from Wacker
Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access
driveway (but only to the extent permitted by and consistent with City property
interests therein) extending from the south line of West Kinzie Street
beginning at a point 88 feet east of North



 









 





Dearborn Street for a distance approximately 98 feet south and thence
generally in a southwesterly direction for approximately 151 feet to the
intersection of lower Carroll Avenue and North Dearborn Street; (vi) in the
City’s public ways in Kinzie Street from 75 feet east of Dearborn Street to 75
feet east of State Street; and (vii) in City property to be located in a
portion of the former underground trolley tunnel known as the Washington Street
Trolley Tunnel (the “Washington Street Trolley Tunnel”) from 300 feet west of
Franklin Street to North Water Street (collectively the “Additional
Distribution Facilities”); and




     WHEREAS, the Grantee desires to amend Exhibits 1 aid 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2
attached to this Eleventh Amendment and to delete certain previously authorized
routes in Madison Street from LaSalle Street to Clark Street and in Monroe
Street from LaSalle Street to Clark Street, which routes were never used by the
Grantee and which are no longer deemed by the Grantee to be necessary for the
Grantee’s System (the “Amended Exhibits”); and



     WHEREAS, the Current Agreement also needs to be amended to reflect the
inclusion of portions of the Washington Street Trolley Tunnel as depicted in
Exhibit 3C in the Additional Distribution Facilities as well as the inclusion
of certain City property (to the extent of City property interests) at the
lower Carroll Street Access driveway as depicted in Exhibit 4; and



     WHEREAS, the City Council of the City on February    , 1998 approved
execution of an Eleventh Amendment to the Current Agreement in substantially
the form of this Eleventh Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



2









 





     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Eleventh Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in Current Agreement.



     Section 2. As of the Effective Date of this Eleventh Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section
3.



     Section 3. As of the Effective Date of this Eleventh Amendment, the
following definitions are added to Section 1 of the Current Agreement (to he
deemed inserted in alphabetical order into the Current Agreement):




“Washington Street Trolley Tunnel” shall mean the former street trolley
tunnel located under portions of Washington Street between Franklin
Street and Clinton Street, including crossing under the Chicago River as
shown on Exhibit 3.




“Trolley Tunnels” shall mean collectively the Washington Street Trolley
Tunnel and the LaSalle Street Trolley Tunnel. The term Trolley Tunnels
shall not be deemed to include any other trolley tunnels unless this
Agreement is further amended to include such other such trolley tunnel.



     Section 4. As of the Effective Date of this Eleventh Amendment, the
definition of the “Public Ways” in the Current Amendment is hereby amended to
read as follows:




“Public Ways” shall mean the surface, the air space above the surface and
the area below the surface of any right-of-way and public street and any
highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park,
parkway, waterway or other public right-of-way including public utility
easements or rights-of-way in which the city has jurisdiction, and any
temporary or permanent fixtures or improvements located thereon now or
hereafter held by the City in which the City holds rights sufficient,
without consent of any other party, to permit the Grantee to the use
thereof for the purpose of installing or maintaining



3









 






Grantee’s District Cooling Facilities. The term “Public Ways” shall be
deemed not to include the Chicago Freight Tunnels or the Trolley Tunnels
or any other tunnels except as specifically referred to herein.



     Section 5. As of the Effective Date of this Eleventh Amendment, the Title
to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels
and LaSalle Street Trolley Tunnel” to “Chicago Freight Tunnels, the Trolley
Tunnels and other City Property.” As of the Effective Date of this Agreement,
Exhibit 3 to the Seventh Amendment to the District Cooling System Use
Agreement, dated as of January 15, 1997 shall be redesignated as Exhibit 3A to
the Current Agreement. As of the Effective Date of this Agreement, Exhibit 3
to the Eighth Amendment to the District Cooling System Use Agreement, dated as
of May 1, 1997, shall be redesignated as Exhibit 3B to the Current Agreement.



     Section 6. As of the Effective Date of this Eleventh Amendment, Section
9.2 to the Current Agreement is hereby amended in its entirety, to read as
follows:



     “Section 9.2





	(A)	 	Trolley Tunnels. It is acknowledged that the Trolley Tunnels
are City-owned property and are unique environments. The Grantee
desires to use portions of the Trolley Tunnels to install
Distribution Facilities. Nevertheless, for purposes of this
Agreement, to the extent any portions of the Trolley Tunnels are
included as Additional Distribution Facilities pursuant to this
Agreement, all provisions of the Agreement relating to the Public
Ways shall be applied to the Trolley Tunnels. Space in the Trolley
Tunnels may in the future become a scarce resource. In order to
preserve the availability of the Trolley Tunnels for future grantees
and permittees, the Grantee may be required to restrict the size or
be limited in the approved location of the conduit or facilities the
Grantee constructs or installs therein in accordance with permits
issued by the Department of Transportation. The City reserves the
right to impose additional fees specifically for the use of the
Trolley Tunnels or any portion thereof not otherwise described in
this Agreement based on the dimensions and nature of the Grantee’s
facilities, so long as such




4









 






	 	 	fees will be applied in a nondiscriminatory and reasonable fashion to
any other similar users.
	 
	(B)	 	Tunnel Agreement Required. Prior to the issuance of permits,
the Grantee shall enter in such additional agreements with the City
as may be required by the Department of Transportation regarding
construction, installation, maintenance, inspection, insurance and
other related aspects of use of the Trolley Tunnels or any portions
of either of them encompassing one of the Authorized Routes. Any
disputes relating to use of any portion of the Trolley Tunnels with
present or future users of such Trolley Tunnels shall be resolved to
the satisfaction of the Commissioner of the Department of
Environment, the Commissioner of the Department of Transportation
and other affected City departments.

	 
	(C)	 	No City Obligation. The City will not be obligated to pay
any amounts to the Grantee for any cost of preparation, maintenance
or improvement to the Trolley Tunnels and the Grantee expressly
waives any right to any such contributions. Any use of the Trolley
Tunnels shall be solely at the Grantee’s risk and the City shall not
be liable in any way therefor.

	 
	(D)	 	Maintenance. The Grantee further agrees to maintain in
conjunction with other users those portions of the Trolley Tunnels
through which the Grantee’s System is placed or operates, or which
is affected directly or indirectly by such operations, and will keep
such portions free of hazards to the satisfaction of the City and
will keep such portions of the Trolley Tunnels passable for purposes
of inspection by City personnel or its designated agents. The
Grantee shall provide reasonable cooperation to the City, its
designated agents and other users of the Trolley Tunnels for
installation, construction, inspection and maintenance and shall not
interfere with such activities. The privilege granted herein shall
be maintained and used in accordance with this Agreement, any other
tunnel agreement to which the Grantee is a party, and any
restrictions on the use of the Trolley Tunnels or either of them
established by the Commissioner of the Department of Transportation
and the Commissioner of the Department of Environment.





5









 




	(E)	 	Access to Trolley Tunnels. In connection with the use of
portions of the LaSalle Street Trolley Tunnel as set forth in this
Section 9.2 and set forth in Exhibit 3A to this Agreement, Grantee
is authorized to construct and install portions of its Additional
Distribution System in existing City owned access shafts or
construct new access shafts penetrating the LaSalle Street Trolley
Tunnel and to locate a portion of its Additional Distribution System
under portions of a City-owned parking garage located under LaSalle
Street all as set forth in Exhibit 3B to this Agreement. In
connection with the use of portions of the Washington Street Trolley
Tunnel as set forth in Section 9.2 and as set forth in Exhibit 3C to
this Agreement, Grantee is authorized to construct (not exceeding
two) new access shafts penetrating into the Washington Street
Trolley Tunnel and located or to be located within the Authorized
Routes and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities therein and
thereunder (all access shafts and real property referred to in this
Section 9.2(E) being collectively referred to as “Tunnel Access
Facilities”); subject, however to obtaining and acting pursuant to
any and all City permits required in connection therewith. For
purposes of this Agreement, all applicable provisions of the
Agreement relating to the Public Ways shall be applied to the Tunnel
Access Facilities and the provisions of Sections 9.2(A) through (D)
applicable to the Trolley Tunnels shall be applicable to the Tunnel
Access Facilities. This Section 9.2(E) is intended to clarify the
existing provisions of the Current Agreement and not to provide
expanded privileges to Grantee.

	 
	(F)	 	Access to Lower Carroll Avenue Access Driveway. To the
extent of and only to the extent of City property rights therein,
Grantee is authorized to construct, maintain, install and operate
portions of its Additional Distribution System under portions of the
lower Carroll Avenue access driveway as shown on Exhibit 4
(“Driveway Facilities”) and, as deemed necessary or appropriate, to
operate and maintain the Additional Distribution Facilities therein
and thereunder; subject, however to (1) obtaining and acting
pursuant to any and all City permits required in connection
therewith and (2) to obtaining prior to commencement of any work all
necessary consents and property rights, if applicable, of private
property






6









 






	 	 	owners, if applicable, to such construction, installation,
operation and maintenance. For purposes of this Agreement, all
applicable provisions of the Agreement relating to the Public Ways
shall be applied to the Driveway Facilities (to the extent of City
interests therein), including in particular provisions relating to
insurance and indemnification.”





     Section 7. As of the Effective Date of this Eleventh Amendment, a new
Section 5.1(C) of the Current Agreement is hereby added to read in its entirety
as follows:


	“(C)	 	In addition to clauses (A) and (B), the Grantee shall pay a
surcharge for use of the portions of the Washington Street Trolley
Tunnel authorized by the City to be used for Additional Distribution
Facilities sufficient for cost recovery by the City of pro rata
costs of inspecting, maintaining, improving and operating the
Washington Street Trolley Tunnel, such surcharge to be determined in
a nondiscriminatory and reasonable fashion among similar users by
the Commissioner of the Department of Transportation and the
Commissioner of the Department of the Environment. Such surcharge
rate or rates shall be published by said departments on an annual
basis and provided to the Grantee and other users of the Washington
Street Trolley Tunnel on an annual basis. It is estimated that the
initial surcharge for the Grantee for use of the Washington Street
Trolley Tunnel for its additional Distribution Facilities as set
forth herein in 1998 shall be $40,000 and such sum shall be paid
prior to the issuance of any permits for work in the Washington
Street Trolley Tunnel. In subsequent years, such surcharge shall be
paid within thirty (30) days after notice of the amount thereof has
been furnished to the Grantee by the City; provided that in the
absence of any such notice by January 30 of any Compensation Year,
the Grantee shall pay the amount equal to that paid for the
preceding Compensation Year on or before February 15 of such
Compensation Year, subject to retroactive adjustment based on actual
notice of such surcharge amount for such Compensation Year.”







     Section 8. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is



7









 





employed by the Grantee or has a personal financial or economic interest
directly or indirectly in this Amendment or any contract or subcontract
resulting therefrom or in the privileges to be granted hereunder except as may
be permitted in writing by the Board of Ethics established pursuant to the
Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity
or offer of employment shall be made in connection with this Eleventh Amendment
by or on behalf of any contractors to the Grantee or higher tier subcontractors
or anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of said Chapter 2-156 shall be voidable as
to the City.



     Section 9. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 10. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 11. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 12. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



8









 





     Section 13. Except as expressly modified in this Eleventh Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



9









 





IN WITNESS WHEREOF, the City has caused this Eleventh Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.




(SEAL)






	 	 	 	 	 

	 

	 	CITY OF CHICAGO
	 
	 
	 	By:	 	 
	


	 	 	 	

	City Clerk 

	 	Title:
	 	Commissioner of the

Department of Environment
	 
	

	 	By:	 	 
	

	 	 	 	

	 

	 	Title:
	 	Director of the Department of

Revenue
	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Commissioner of the

Department of Transportation
	 
	Reviewed as to form
and legality:

	 	 
	 	 
	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:

	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	

	 	Title:
	 	President







10









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



Production Plant #1: Northeast corner of South State Street and East Adams Street




	 	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the
intersection of West Adams Street. In Dearborn Street from Adams Street to Lake
Street including the portions of the Dearborn Street/Madison Street intersection.
In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from
Dearborn Street to the north/south public alley which lies 120 feet west of the
west right-of-way line of State Street and in said alley from Madison Street to
approximately 40 feet south of Madison Street. In City property at the northwest
corner of Carroll Avenue and Dearborn Street.







Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway




	 	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street
from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin
Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection
and in Dearborn Street from such intersection to 100 feet south of such
intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In
Washington Boulevard, from LaSalle Street to approximately 300 feet west of
Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of
Franklin Street to North Water Street. In Monroe Street, from Dearborn Street to
Clark Street.
	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of West
Carroll Avenue. In West Carroll Avenue, from the
westerly right of way line of Wells Street to
Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll
Avenue intersections. To the extent of City
property interests







 









 






	 	 	 
	

	 	therein, in the lower Carroll Avenue access
driveway (but only to the extent permitted by and
consistent with City property interest therein)
extending from the south line of West Kinzie
Street beginning at a point 88 feet east of North
Dearborn Street for a distance of approximately
98 feet south and thence generally in a
southwesterly direction for approximately 151
feet to the intersection of lower Carroll Avenue
and North Dearborn Street. In Kinzie Street from
75 feet east of Dearborn Street to 75 feet east
of State Street. In LaSalle Street from West
Carroll Avenue to approximately 50 feet north of
West Carroll Avenue. Across and under Kinzie
Street from the Merchandise Mart to the building
commonly known as 400 N. Franklin Street for
piping with a maximum trench-width of six (6)
feet to located west of the Franklin
Street/Kinzie Street intersection and east of the
Orleans Street/Kinzie Street intersection.
Across and under Orleans Street from the
Merchandise Mart to the Apparel Center for piping
with a maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.







	 	 	 
	Production Plant #3
	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield Building)

	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court from Lake
Street to approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court to LaSalle
Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



2









 





EXHIBIT 2










 









 








Exhibit 3A – Not included (previous Ordinance)


Exhibit 3B – Not included (previous Ordinance)




Exhibit 3C


Washington Street Trolley Tunnel



 









 

















 









 





Exhibit 4




Lower Carroll Avenue Access Driveway







 









 

















 





[Insert Letterhead of Daley and George, Ltd]




July 6, 1998




Mr. James Peyton

Unicom Thermal Technologies, Inc.

30 West Monroe/Fifth Floor

Chicago, Illinois 60603



Dear Jim:




          I am enclosing herein a fully executed copy of the 12th Amendment to the
District Cooling Use Agreement. After you have reviewed it if you have any
questions please call me.



	 	 	 
	 

	 	Sincerely.
	 
	 	 
	

	 	John J. George







JJG:df

Enclosure

cc: Mr. John Mitola



 









 





     This Twelfth Amendment to District Cooling System Use Agreement (the
“Twelfth Amendment”), dated as of June 1, 1998 (the “Effective Date”) by and
between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, the Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances to be used exclusively in the provision of
District Cooling Services (the “Additional Distribution Facilities”) and to be
located on City property consisting of bridges and/or viaducts used as public
ways located between Canal Street and the South Branch of the Chicago River in
the following locations: West Washington Boulevard, and West Monroe Street,
(collectively the “City Bridge Facilities”); and



 









 





     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, and
to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge
Facilities in the Additional Distribution Facilities, each as attached to this
Twelfth Amendment (collectively, the “Amended Exhibits”); and



     WHEREAS, the City needs further time to consider and determine whether,
and to what extent, the location of the additional Distribution Facilities on
the City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities; and



     WHEREAS, as part of its System, the Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications use as shown
on Exhibit 6 to this Twelfth Amendment (“Attachment A”); and



     WHEREAS, the Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
the Grantee now desires to sell a portion of such facilities; and



     WHEREAS, the Grantee has no desire to become a telecommunications provider
pursuant to Chapters 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval
of the City in order to complete the sale of any facilities located in the
Public Ways covered under the Agreement to third parties; and



     WHEREAS, the City wishes to encourage the efficient use of infrastructure
facilities already located in the City’s Public Ways; and



2









 





     WHEREAS, the Grantee and the City have reached agreement as to the
conditions for the sale of the Grantee’s surplus internal monitoring
facilities, including the provision of certain facilities to the City; and



     WHEREAS, the City Council of the City on April 29, 1998 approved execution
of an Twelfth Amendment to the Current Agreement in substantially the form of
this Twelfth Amendment, including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Twelfth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



     Section 2. As of the Effective Date of this Twelfth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section 4
of this Amendment. Exhibits to the Current Agreement not included in the
Current Exhibits remain the same.



     Section 3. As of the Effective Date of this Twelfth Amendment, the
following definition is added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):



“City Bridge Facilities” shall mean only the City property consisting of
viaducts and/or bridge facilities located between Canal Street and the
South branch of the Chicago River in the following locations: West
Washington Boulevard and West Monroe Street, all as



3









 








shown on Exhibit 5. The term “City Bridge Facilities” shall not be deemed to include any
other City owned bridge facility, viaduct or related property unless this
Agreement is further amended to include such other bridge facility or
viaduct or related property.”



     Section 4. As of the Effective Date of this Twelfth Amendment, a new
paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:



     “Section 9.2(G)



(G)(1). Subject to Section (G)(2) below, Grantee is authorized to attach
onto and to construct, maintain, install and operate portions of its
Additional Distribution System on the City Bridge Facilities depicted in
Exhibit 5 and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities thereon; subject, however
to (1) obtaining and acting pursuant to any and all City permits required
in connection therewith and (2) obtaining, prior to commencement of any
work, all necessary consents and property rights, if applicable, of
owners of property rights and of governmental entities having
jurisdictional authority over the City Bridge Facilities, if any, other
than the City, to such construction, installation, operation and
maintenance. For purposes of this Agreement, all applicable provisions
of the Agreement relating to the Public Ways shall be applied to the City
Bridge Facilities, including in particular provisions relating to
insurance and indemnification.



G(2). Notwithstanding the provisions contained in Section G(1) hereof,
Exhibits 1 and 2 shall not be deemed amended to include the City Bridge
Facilities and no Additional Distribution Facilities shall be installed
or located on the City Bridge Facilities unless and until, prior to
issuance of any permits therefor, further written approval for such
Additional Distribution Facilities shall be given by the Commissioner of
the Department



4









 








of the Environment and the Commissioner of the Department
of Transportation. Such approval shall be conditioned upon the
satisfaction of said Commissioner that, and the extent to which, such
Additional Distribution Facilities are necessary and their location on
the City Bridge Facilities will not create any risk of damage or
impediment to the operations of the City Bridge Facilities.”



     Section 5. As of the Effective Date hereof, but subject to Section 6
hereof, the Grantee shall be entitled to sell that portion of its internal
monitoring system currently located in the Public Way which is in excess of its
present and reasonably anticipated future needs (but not including the City
Duct as defined in Section 6) and subject to the Current Agreement to
telecommunications providers which are registered and in full compliance with
Chapters 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee
shall not under the Current Agreement, install monitoring facilities
(including, but not limited to, duct) after the Effective Date of this Twelfth
Amendment in excess of its current and reasonably anticipated future needs; and
provided further that the Grantee shall comply with the conditions set forth in
Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this
Section 5 shall be deemed authorized unless and until Grantee shall also enter
into a conduit use agreement satisfactory to Commissioner of the Department of
Transportation providing for the use by the City of the City Duct (as defined
in Section 6) and the designation of the City Duct consistent with Section 6 of
this Twelfth Amendment. It is agreed by the parties that Section 5 shall
represent the sole consideration received by the City in connection with the
sales contemplated by this Section 5. Nothing in this Section 6 shall prevent
Grantee from independently registering under and complying with the provisions
of Chapters 3-75 and 10-30 of the Municipal Code of Chicago as a
telecommunications provider.



5









 





     Section 6. As of the Effective Date of this Twelfth Amendment, a new
subsection 5.15 shall be added to the Current Agreement to read as follows:




     “Section 5.1.5 Additional Consideration. As further consideration
for the permission and authority granted the Grantee by this Agreement
(including in particular the Twelfth Amendment), apart from General
Compensation set forth in Section 5.1 hereof, Grantee shall provide the
City with the following additional rights, privileges and considerations
for the official use of the City:




	a.	 	Grantee shall reserve and shall provide, as
additional consideration to the City one one-inch (“1”)
innerduct or one one-and-one-quarter (“11⁄4 ”) inch
innerduct, as the case may be, (the “City Duct”) dedicated for
use by the City along all existing routes (except where
Grantee only installed one two-inch duct for internal
monitoring as shown in Exhibit 6 attached hereto and made a
part hereof) and future routes using the Public Ways and/or
other City property where Grantee’s System has been or will be
installed.
	 
	b.	 	Grantee shall permit and shall cause any
transferee(s) as to its facilities to permit authorized City
personnel unrestricted access with reasonable notice to
Grantee’s manholes and ducts and any transferee of Grantee’s
monitoring system’s manholes and duct for the purpose of
installing, maintaining and repairing City telecommunications
facilities, including but not limited to fiber optic cables
(the “City Fibers”) in the City Duct.
	 
	c.	 	Maintenance. Grantee shall maintain in the same
manner as the rest of Grantee’s System and to industry
standards the City Duct in its original




6









 






	 	 	condition, ordinary wear and tear excepted. The City shall be solely responsible
for the maintenance and repair of the City Fibers and for the
transmission of signals over the City Fibers and for out of
service disruptions. If the City Duct is damaged by casualty,
Grantee shall use reasonable efforts to promptly repair the
damage or replace the portions of the City Duct and any damage
to City fibers so damaged within twenty-four hours of such
damage.
	 
	d.	 	Governmental Use Only. It is intended that the
City shall use the City Duct and the City Fibers solely for
governmental, intergovernmental or public purposes only.
	 
	e.	 	Abandonment by the City and City Continuing
Rights. In the event that the City determines the City Duct
is no longer necessary for the City’s use, it shall notify
Grantee of its intent to abandon the use of the City Duct, or
portions thereof, and such abandoned portions shall be
disconnected from any City communications network and returned
to Grantee at Grantee’s expense. In the event of Grantee’s
sale of its facilities containing the City Duct, any such sale
shall be subject to the City’s continuing rights to use the
City Duct as contemplated in this Section 5.1.5 and to have
access to Grantee’s facilities, including manholes, as
described in paragraph (b) above.”





     Section 7. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in



7









 




this Twelfth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Twelfth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.




     Section 8. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 9. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 10. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



8









 





     Section 11. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 12. Except as expressly modified in this Twelfth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



9









 





     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.





	 	 	 
	(SEAL)

	 	CITY OF CHICAGO
	



	 
	 	 
	/s/
James J. Laski                                                         

	 	By: /s/ [ILLEGIBLE]                                                         
	City Clerk

	 	        Title:      Commissioner of the
	

	 	                       Department of Environment
	 
	 	 
	

	 	By: /s/ [ILLEGIBLE]                                                         
	

	 	        Title:      Director of the
	

	 	                       Department of Revenue
	 
	 	 
	

	 	By: /s/ [ILLEGIBLE]                                                         
	

	 	        Title:      Commissioner of the
	

	 	                       Department of Transportation
	Reviewed as to form and legality:
	 	 
	/s/ [ILLEGIBLE]                                                         
	 	 
	Assistant Corporation Counsel
	 	 
	 
	 	 
	ATTEST:

	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 
	/s/
James P. Peyton                                                         

	 	By: /s/ [ILLEGIBLE]                                                         
	

	 	        Title:      President











10









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and on certain City property and at the approved plant
locations set forth below. The exact location of each component of Grantee’s
Distribution Facilities shall be presented to and reviewed by the City as set
forth in the Agreement on an on-going basis prior to construction and
installation in order to obtain permits for construction and installation
specifying the exact locations of the Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams
Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more
or less, from the intersection of West Adams Street.
In Dearborn Street from Adams Street to Lake Street
including the portions of the Dearborn Street/Madison
Street intersection. In Adams Street from LaSalle
Street to Michigan Avenue. In Madison Street, from
Dearborn Street to the north/south public alley which
lies 120 feet west of the west right-of-way line of
State Street and in said alley from Madison Street to
approximately 40 feet south of Madison Street. In
City property at the northwest corner of Carroll
Avenue and Dearborn Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Randolph Street. In Jackson Boulevard from Franklin
Street to Dearborn Street. In the Jackson
Boulevard/Dearborn Street intersection and in
Dearborn Street from such intersection to 100 feet
south of such intersection. In LaSalle Street, from
West Wacker Drive to Van Buren Street. In Washington
Boulevard, from LaSalle Street to approximately 300
feet west of Franklin Street. In the Washington
Street Trolley Tunnel from 300 feet west of Franklin
Street to North Water Street. On City property
consisting of viaducts and/or bridge facilities
located between Canal Street and the South Branch of
the Chicago River in the following locations: West
Washington Boulevard and West Monroe Street. In







 









 






	 	 	 
	

	 	Monroe Street, from Dearborn Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel from Lake Street to
approximately 50 feet north of West Carroll Avenue.
In West Carroll Avenue, from the westerly right of
way line of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue and
Dearborn Street/Carroll Avenue intersections. To the
extent of City property interests therein, in the
lower Carroll Avenue access driveway (but only to the
extent permitted by and consistent with City property
interest therein) extending from the south line of
West Kinzie Street beginning at a point 88 feet east
of North Dearborn Street for a distance of
approximately 98 feet south and thence generally in a
southwesterly direction for approximately 151 feet to
the intersection of lower Carroll Avenue and North
Dearborn Street. In Kinzie Street from 75 feet east
of Dearborn Street to 75 feet east of State Street.
In LaSalle Street from West Carroll Avenue to
approximately 50 feet north of West Carroll Avenue.
Across and under Kinzie Street from the Merchandise
Mart to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to located west of the
Franklin Street/Kinzie Street intersection and east
of the Orleans Street/Kinzie Street intersection.
Across and under Orleans Street from the Merchandise
Mart to the Apparel Center for piping with a maximum
trench-width of six (6) feet to be located south of
the Kinzie Street/Orleans Street intersection and
north of the Chicago River.
	 
	 	 
	Product on Plant #3:

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court from Lake
Street to approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court to LaSalle
Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend



 









 




the locations of the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.




 









 








Exhibit 2









 









 








Exhibit 3A – Not included (previous Ordinance)



Exhibit 3B – Not included (previous Ordinance)



Exhibit 3C – Not included (previous Ordinance)



Exhibit 4 – Not included (previous Ordinances)



 









 





Exhibit 5




City Bridge Facilities




 









 


























 








Exhibit 6




Grantee’s Current Monitoring system




 









 













 









 








LAW OFFICES

DALEY AND GEORGE, LTD.

TWO FIRST NATIONAL PLAZA

SUITE 400

20 SOUTH CLARK STREET

CHICAGO, ILLINOIS 60603-1903




	 	 	 
	MICHAEL DALEY
	 	 
	JOHN J. GEORGE
	 	 
	DENNIS J. AUKSTIK
	 	 
	ROBERT T. OLESZKIEWICZ

	 	TELEPHONE
	CAROLYN S. O’GARA

	 	(312) 726-8797
	CHRIS A. LEACH

	 	FAX
	CATHERINE W. MURNANE

	 	(312) 726-8819
	MARK G. VANECKO
	 	 
	RICHARD A. TOTH
	 	 
	WENDY M. MELONE
	 	 







April 9, 1998




BY MESSENGER

Mr. Donald Petkus

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603



	 
	In re:   Twelfth Amendment to District

            Cooling System Use Agreement








Dear Mr. Petkus:




          Enclosed please find a copy of the Ordinance submitted to the Chicago City
Council on April 1, 1998 authorizing approval of the Twelfth Amendment to the
District Cooling System Use Agreement.



     Please feel free to contact me if you should have any questions.



     Continued Best Wishes.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John J. George







JJG:tc

Enclosure

cc:     James Peyton

          Francis Duffy



 









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



2









 





     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement” (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the “Ninth Amendment”; and



     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



3









 





     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment to District
Cooling Use Agreement” (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment to District
Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the
Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances (the “Additional Distribution Facilities”)
to be used exclusively in the provision of District Cooling Services (as
defined in the Current Agreement) and to be located on City property consisting
of viaducts and/or bridges located between Canal Street and the South Branch of
the Chicago River in the following locations: West Washington Boulevard and
West Monroe Street (collectively the “City Bridge Facilities”); and



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, and
to add an Exhibit 5 to reflect the inclusion of portions



4









 




of the City Bridge Facilities in the Additional Distribution Facilities, each to be attached to a
Twelfth Amendment hereinafter referred to (the “Amended Exhibits”); and




     WHEREAS, the City needs further time to consider and determine whether and
to what extent the location of the Additional Distribution Facilities on the
City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities, and Grantee will be
required to cause to be prepared and submitted to the City such information and
documentation as may be deemed necessary or appropriate by the City for the
City to make its assessment and determination; and



     WHEREAS, as part of its System, Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications; and



     WHEREAS, Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
desires to sell a portion of such facilities; and



     WHEREAS, Grantee has no desire to become a telecommunications provider
pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of
the City in order to sell any facilities covered under the Agreement located in
the Public Ways to third parties; and



     WHEREAS, the City wishes to encourage the efficient use of infrastructure
already located in the City’s Public Ways; and



5









 





     WHEREAS, Grantee and the City have reached agreement as to the conditions
for the sale of Grantee’s surplus telecommunications facilities including the
provision of certain facilities to the City; now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Twelfth
Amendment to the District Cooling System Use Agreement (the “Twelfth
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting conclusive evidence of their approval and this City
Council’s approval of any such changes or revisions therein from the form of
the Twelfth Amendment attached hereto (including, but not limited to reduction
or elimination of specific routes or locations herein authorized in the
interest of public safety or in the public interest); provided, however, that
no such change or revision may extend the Additional Distribution Facilities or
reduce general compensation paid to the City contrary to the provisions of the
Current Agreement as modified by the Twelfth Amendment in the form attached
hereto without further action of this City Council. Such officials may also
negotiate in the Twelfth Amendment such additional environmental terms and
conditions as shall be deemed desirable by the Commissioner of the City’s
Department of the Environment. In addition, such officials may also negotiate
in the Twelfth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as



6









 




shall be deemed desirable by the City’s Risk Manager. Furthermore, the Commissioner of Transportation is
authorized to negotiate and execute in a conduit use agreement setting forth
the terms and conditions pursuant to which the City shall use the “City Duct”
(as defined in the Twelfth Amendment) pursuant to and consistent with the
Twelfth Amendment.




     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



     SECTION 4: This Ordinance shall be in full force and effect upon its
passage and approval.



7









 





EXHIBIT A




     This Twelfth Amendment to District Cooling System Use Agreement (the
“Twelfth Amendment”), dated as of                    , 1998 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by
Unicom Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, the Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances to be used exclusively in the provision of
District Cooling Services (the “Additional Distribution Facilities”) and to be
located on City property consisting of bridges and/or viaducts located between
Canal Street and the South Branch of the Chicago River in the following
locations: West Washington Boulevard, and West Monroe Street, (collectively
the “City Bridge Facilities”); and



 









 





     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, and
to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge
Facilities in the Additional Distribution Facilities, each as attached to this
Twelfth Amendment (collectively, the “Amended Exhibits”); and



     WHEREAS, the City needs further time to consider and determine whether,
and to what extent, the location of the additional Distribution Facilities on
the City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities; and



     WHEREAS, as part of its System, the Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications as shown on
Exhibit 6 to this Twelfth Amendment (“Attachment A”); and



     WHEREAS, the Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
the Grantee now desires to sell a portion of such facilities; and



     WHEREAS, the Grantee has no desire to become a telecommunications provider
pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval
of the City in order to complete the sale of any facilities located in the
Public Ways covered under the Agreement to third parties; and



     WHEREAS, the City wishes to encourage the efficient use of infrastructure
facilities already located in the City’s Public Ways; and



2









 





     WHEREAS, the Grantee and the City have reached agreement as to the
conditions for the sale of the Grantee’s surplus telecommunications facilities,
including the provision of certain facilities to the City; and



     WHEREAS, the City Council and the City on                    , 1998 approved
execution of an Twelfth Amendment to the Current Agreement in substantially the
form of this Twelfth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of -his Twelfth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



     Section 2. As of the Effective Date of this Twelfth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section 4
of this Amendment. Exhibits to the Current Agreement not included in the
Current Exhibits remain the same.



     Section 3. As of the Effective Date of this Twelfth Amendment, the
following definition is added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):



“City Bridge Facilities” shall mean only the City property consisting of
viaducts and/or bridge facilities located between Canal Street and the
South branch of the Chicago River in the following locations: West
Washington Boulevard and West Monroe Street, all as



3









 








shown on Exhibit 5. The term “City Bridge Facilities” shall not be deemed to include any
other City owned bridge facility, viaduct or related property unless this
Agreement is further amended to include such other bridge facility or
viaduct or related property.”



     Section 4. As of the Effective Date of this Twelfth Amendment, a new
paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:



“Section 9.2(G)



(G)(1). Subject to Section (G)(2) below, Grantee is authorized to attach
onto and to construct, maintain, install and operate portions of its
Additional Distribution System on the City Bridge Facilities depicted in
Exhibit 5 and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities thereon; subject, however
to (1) obtaining and acting pursuant to any and all City permits required
in connection therewith and (2) obtaining, prior to commencement of any
work, all necessary consents and property rights, if applicable, of
owners of property rights and of governmental entities having
jurisdictional authority over the City Bridge Facilities, if any, other
than the City, to such construction, installation, operation and
maintenance. For purposes of this Agreement, all applicable provisions
of the Agreement relating to the Public Ways shall be applied to the City
Bridge Facilities, including in particular provisions relating to
insurance and indemnification.



(G)(2). Notwithstanding the provisions contained in Section (G)(2)
hereof, Exhibits 1 and 2 shall not be deemed amended to include the City
Bridge Facilities and no Additional Distribution Facilities shall be
installed or located on the City Bridge Facilities unless and until,
prior to issuance of any permits therefor, further written approval for
such Additional Distribution Facilities shall be given by the
Commissioner




4










 






of the Department of the Environment and the Commissioner of the
Department of Transportation. Such approval shall be conditioned upon
the satisfaction of said Commissioner that, and the extent to which, such
Additional Distribution Facilities are necessary and their location on
the City Bridge Facilities will not create any risk of damage or
impediment to the operations of the City Bridge Facilities.”



     Section 5. As of the Effective Date hereof, but subject to the Section 6
hereof, the Grantee shall be entitled to sell that portion of its monitoring
system currently located in the Public Way which is in excess of its present
and reasonably anticipated future needs (but not including the City Duct as
defined in Section 6) and subject to the Current Agreement to
telecommunications providers which are registered and in full compliance with
Sections 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee
shall not under the Current Agreement, install monitoring facilities
(including, but not limited to, duct) after the Effective Date of this Twelfth
Amendment in excess of its current and reasonably anticipated future needs; and
provided further that the Grantee shall comply with the conditions set forth in
Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this
Section 5 shall be deemed authorized unless and until Grantee shall also enter
into a conduit use agreement satisfactory to Commissioner of Transportation
providing for the use by the City of the City Duct (as defined in Section 6)
and the designation of the City Duct consistent with Section 6 of this Twelfth
Amendment. It is agreed by the parties that Section 6 shall represent the sole
consideration received by the City in connection with the sales contemplated by
this Section 5. Nothing in this Section 5 shall prevent Grantee from
independently registering under and complying with the provisions of Section
3-75 and 10-30 of the Municipal Code of Chicago as a telecommunications
provider.



5









 





     Section 6. As of the Effective Date of this Twelfth Amendment, a new
subsection 5.15 shall be added to the Current Agreement to read as follows:



     “Section 5.1.5 Additional Consideration. As further consideration
for the permission and authority granted the Grantee by this Agreement
(including in particular the Twelfth Amendment), apart from General
Compensation set forth in Section 5.1 hereof, Grantee shall provide the
City with the following additional rights, privileges and considerations
for the official use of the City:




	a.	 	Grantee shall reserve and shall provide, as
additional consideration to the City one one-inch innerduct
(the “City Duct”) dedicated for use by the City along all
existing routes (except where Grantee only installed one
two-inch duct for internal monitoring as shown in Exhibit 6
attached hereto and made a part hereof) and future routes
using the Public Ways where Grantee’s System has been or will
be installed.
	 
	b.	 	Grantee shall permit and shall cause any
transferee(s) as to its facilities to permit authorized City
personnel unrestricted access with reasonable notice to
Grantee’s manholes and ducts and any transferee of Grantee’s
monitoring system’s manholes and duct for the purpose of
installing, maintaining and repairing City telecommunications
facilities, including but not limited to fiber optic cables
(the “City Fibers”) in the City Duct.
	 
	c.	 	Maintenance. Grantee shall maintain in the same
manner as the rest of Grantee’s System, and to industry
standards the City Duct in its original condition, ordinary
wear and tear excepted. The City shall be solely responsible
for the maintenance of the City Fibers and for the
transmission




6









 






	 	 	of signals over the City Fibers and for out of service
disruptions. If the City Duct is damaged by casualty,
Grantee shall use reasonable efforts to promptly repair the
damage or replace the portions of the City Duct so damaged
within twenty-four hours of such damage.
	 
	d.	 	Governmental Use Only. It is intended that the
City shall use the City Duct and the City Fibers solely for
governmental, intergovernmental or public purposes only.
	 
	e.	 	Abandonment by the City and City Continuing
Rights. In the event that the City determines the City Duct
is no longer necessary for the City’s use, it shall notify
Grantee of its intent to abandon the use of the City Duct, or
portions thereof, and such abandoned portions shall be
disconnected from any City communications network and returned
to Grantee at Grantee’s expense. In the event of Grantee’s
sale of its facilities containing the City Duct, any such sale
shall be subject to the City’s continuing rights to use the
City Duct as contemplated in this Section 5.1.5 and to have
access to Grantee’s facilities, including manholes, as
described in paragraph (b) above.”





     Section 7. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Twelfth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment,



7









 




gratuity or offer of employment shall be made in connection with this
Twelfth Amendment by or on behalf of any contractors to the Grantee or higher
tier subcontractors or anyone associated therewith, as an inducement for the
award of contracts, subcontracts or orders. Any agreement entered into,
negotiated or performed in violation of any of the provisions of said Chapter
2-156 shall be voidable as to the City.




     Section 8. Neither the Grantee nor its contractors shall be in violation
of the provisions or Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).



     Section 9. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 10. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 11. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



8









 





     Section 12. Except as expressly modified in this Twelfth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



9









 





     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)




	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	City Clerk

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Environment
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Director of the Department
	

	 	 	 	of Revenue
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Transportation
	 
	 	 	 	 
	Reviewed as to form
and legality:
	 	 	 	 
	 
	 	 	 	 
	

Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	

	 	Title:
	 	President







10









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



Production Plant #1: Northeast corner of South State Street and East Adams Street




	 	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection
of West Adams Street. In Dearborn Street
from Adams Street to Lake Street including
the portions of the Dearborn Street/Madison
Street intersection. In Adams Street from
LaSalle Street to Michigan Avenue. In
Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet
west of the west right-of-way line of State
Street and in said alley from Madison Street
to approximately 40 feet south of Madison
Street. In City property at the northwest
corner of Carroll Avenue and Dearborn
Street.
	 
	 	 
	Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from
Van Buren Street to Randolph Street. In
Jackson Boulevard from Franklin Street to
Dearborn Street. In the Jackson
Boulevard/Dearborn Street intersection and
in Dearborn Street from such intersection to
100 feet south of such intersection. In
LaSalle Street, from West Wacker Drive to
Van Buren Street. In Washington Boulevard,
from LaSalle Street to approximately 300
feet west of Franklin Street. In the
Washington Street Trolley Tunnel from 300
feet west of Franklin Street to North Water
Street. On City property consisting of
viaducts and/or bridge facilities located
between Canal Street and the South Branch of
the Chicago River in the following







 









 






	 	 	 
	

	 	locations: West Washington Boulevard and
West Monroe Street. In Monroe Street, from
Dearborn Street to Clark Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of
West Carroll Avenue. In West Carroll
Avenue, from the westerly right of way line
of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue
and Dearborn Street/Carroll Avenue
intersections. To the extent of City
property interests therein, in the lower
Carroll Avenue access driveway (but only to
the extent permitted by and consistent with
City property interest therein) extending
from the south line of West Kinzie Street
beginning at a point 88 feet east of North
Dearborn Street for a distance of
approximately 98 feet south and thence
generally in a southwesterly direction for
approximately 151 feet to the intersection
of lower Carroll Avenue and North Dearborn
Street. In Kinzie Street from 75 feet east
of Dearborn Street to 75 feet east of State
Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of
West Carroll Avenue. Across and under
Kinzie Street from the Merchandise Mart to
the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to located west
of the Franklin Street/Kinzie Street
intersection and east of the Orleans
Street/Kinzie Street intersection. Across
and under Orleans Street from the
Merchandise Mart to the Apparel Center for
piping with a maximum trench-width of six
(6) feet to be located south of the Kinzie
Street/Orleans Street intersection and north
of the Chicago River.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus
Drive (located in the Blue Cross/Blue Shield
Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to
South Water Street. In South Water Street,
from Columbus Drive to Garland Court. In
Garland Court from Lake Street to
approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court
to LaSalle Street.







2









 






     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



3









 





Exhibit 2









 









 








Exhibit 3A – Not included (previous Ordinance)




Exhibit 3B – Not included (previous Ordinance)




Exhibit 3C – Not included (previous Ordinance)




Exhibit 4 – Not included (previous Ordinances)




 









 








Exhibit 5




City Bridge Facilities




 









 













 









 













 









 








Exhibit 6




Grantee’s Current Monitoring System




 









 













 









 








LAW OFFICES

DALEY AND GEORGE, LTD.

TWO FIRST NATIONAL PLAZA

SUITE 400

20 SOUTH CLARK STREET

CHICAGO, ILLINOIS 60603-1903




	 	 	 
	MICHAEL DALEY
	 	 
	JOHN J. GEORGE
	 	 
	DENNIS J. AUKSTIK
	 	TELEPHONE
	ROBERT T. OLESZKIEWICZ
	 	(312) 726-8797
	CHRIS A. LEACH
	 	FAX
	CATHERINE W. MURANE

	 	(312) 726-8819
	MARK G. VANECKO

	 	 
	RICHARD A. TOTH

	 	 
	WENDY M. MELONE

	 	 







May 19, 1998




BY MESSENGER



Mr. James Peyton

Unicom Thermal Technologies, Inc.

30 West Monroe/Fifth Floor

Chicago, Illinois 60603



Dear Jim:



          Enclosed herein is the certified copy of the Twelfth Amendment to the
District Cooling System Use Agreement between Unicom Thermal Technologies, Inc.
and the City of Chicago. After you have reviewed it if you have any questions
please call me.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John J. George







JJG:df

Enclosure

cc: Mr. Don Petkus



 









 





	 	 	 	 	 	 	 
	STATE OF ILLINOIS,

	 	 	)	 	 	 
	

	 	 	)	 	 	SS.
	COUNTY OF COOK.

	 	 	)	 	 	 






I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and
State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true
and correct copy of that certain ordinance authorizing for the execution of the
twelfth amendment to District Cooling System Use Agreement with Unicom Thermal
Technologies, Inc. (Formerly Northwind, Inc.); which was passed by the City
Council of the City of Chicago at the regular meeting held on the twenty-ninth
(29th) day of April, A.D., 1998.



I DO FURTHER CERTIFY that the original, of which the foregoing is a true and
correct copy, is on file in my office and that I am the lawful custodian of the
same.




	 	 	 
	

	 	     WITNESS MY HAND and the corporate
seal of the said City of Chicago this
eighteenth (18th) day of May, A.D., 1998.
	 
	 	 
	

	 	

	

	 	     JAMES J. LASKI, City Clerk







 









 






ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



 









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement” (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the “Ninth Amendment”; and



2









 





     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment to District
Cooling Use Agreement” (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment to District
Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the
Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances (the “Additional Distribution Facilities”)
to be used exclusively in the provision of District Cooling Services (as
defined in the Current Agreement) and to be located on City property consisting
of viaducts and/or bridges located between Canal Street and the South Branch of
the Chicago River in the following locations: West Washington Boulevard and
West Monroe Street (collectively the “City Bridge Facilities”); and



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and



3









 




depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect
the inclusion of portions of the City Bridge Facilities in the Additional
Distribution Facilities, each to be attached to a Twelfth Amendment hereinafter
referred to (the “Amended Exhibits”); and




     WHEREAS, the City needs further time to consider and determine whether and
to what extent the location of the Additional Distribution Facilities on the
City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities, and Grantee will be
required to cause to be prepared and submitted to the City such information and
documentation as may be deemed necessary or appropriate by the City for the
City to make its assessment and determination; and



     WHEREAS, as part of its System, Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications; and



     WHEREAS, Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
desires to sell a portion of such facilities; and



     WHEREAS, Grantee has no desire to become a telecommunications provider
pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of
the City in order to sell any facilities covered under the Agreement located in
the Public Ways to third parties; and



     WHEREAS, the City wishes to encourage the efficient use of infrastructure
already located in the City’s Public Ways; and



4









 





     WHEREAS, Grantee and the City have reached agreement as to the conditions
for the sale of Grantee’s surplus telecommunications facilities including the
provision of certain facilities to the City; now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Twelfth
Amendment to the District Cooling System Use Agreement (the “Twelfth
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting conclusive evidence of their approval and this City
Council’s approval of any such changes or revisions therein from the form of
the Twelfth Amendment attached hereto (including, but not limited to reduction
or elimination of specific routes or locations herein authorized in the
interest of public safety or in the public interest); provided, however, that
no such change or revision may extend the Additional Distribution Facilities or
reduce general compensation paid to the City contrary to the provisions of the
Current Agreement as modified by the Twelfth Amendment in the form attached
hereto without further action of this City Council. Such officials may also
negotiate in the Twelfth Amendment such additional environmental terms and
conditions as shall be deemed desirable by the Commissioner of the City’s
Department of the Environment. In addition, such officials may also negotiate
in the Twelfth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as



5









 




shall be deemed desirable by the City’s Risk Manager. Furthermore, the
Commissioner of Transportation is authorized to negotiate and execute in a
conduit use agreement setting forth the terms and conditions pursuant to which
the City shall use the “City Duct” (as defined in the Twelfth Amendment)
pursuant to and consistent with the Twelfth Amendment.




     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



     SECTION 4: This Ordinance shall be in full force and effect upon its
passage and approval.



6









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



 









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement” (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the “Ninth Amendment”; and



2









 





     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment to District
Cooling Use Agreement” (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment to District
Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the
Original Agreement and all prior Amendments described above, the “Current
Agreement”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances (the “Additional Distribution Facilities”)
to be used exclusively in the provision of District Cooling Services (as
defined in the Current Agreement) and to be located on City property consisting
of viaducts and/or bridges located between Canal Street and the South Branch of
the Chicago River in the following locations: West Washington Boulevard and
West Monroe Street (collectively the “City Bridge Facilities”); and



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and



3









 




depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect
the inclusion of portions of the City Bridge Facilities in the Additional
Distribution Facilities, each to be attached to a Twelfth Amendment hereinafter
referred to (the “Amended Exhibits”); and




     WHEREAS, the City needs further time to consider and determine whether and
to what extent the location of the Additional Distribution Facilities on the
City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities, and Grantee will be
required to cause to be prepared and submitted to the City such information and
documentation as may be deemed necessary or appropriate by the City for the
City to make its assessment and determination; and



     WHEREAS, as part of its System, Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications; and



     WHEREAS, Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
desires to sell a portion of such facilities; and



     WHEREAS, Grantee has no desire to become a telecommunications provider
pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of
the City in order to sell any facilities covered under the Agreement located in
the Public Ways to third parties; and



     WHEREAS, the City wishes to encourage the efficient use of infrastructure
already located in the City’s Public Ways; and



4









 





     WHEREAS, Grantee and the City have reached agreement as to the conditions
for the sale of Grantee’s surplus telecommunications facilities including the
provision of certain facilities to the City; now, therefore,



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



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Twelfth
Amendment to the District Cooling System Use Agreement (the “Twelfth
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting conclusive evidence of their approval and this City
Council’s approval of any such changes or revisions therein from the form of
the Twelfth Amendment attached hereto (including, but not limited to reduction
or elimination of specific routes or locations herein authorized in the
interest of public safety or in the public interest); provided, however, that
no such change or revision may extend the Additional Distribution Facilities or
reduce general compensation paid to the City contrary to the provisions of the
Current Agreement as modified by the Twelfth Amendment in the form attached
hereto without further action of this City Council. Such officials may also
negotiate in the Twelfth Amendment such additional environmental terms and
conditions as shall be deemed desirable by the Commissioner of the City’s
Department of the Environment. In addition, such officials may also negotiate
in the Twelfth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as



5









 




shall be deemed desirable by the City’s Risk Manager. Furthermore, the
Commissioner of Transportation is authorized to negotiate and execute in a
conduit use agreement setting forth the terms and conditions pursuant to which
the City shall use the “City Duct” (as defined in the Twelfth Amendment)
pursuant to and consistent with the Twelfth Amendment.




     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



     SECTION 4: This Ordinance shall be in full force and effect upon its
passage and approval.



6









 





EXHIBIT A




     This Twelfth Amendment to District Cooling System Use Agreement (the
“Twelfth Amendment”), dated as of           , 1998 (the “Effective Date”)
by and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by
Unicom Corporation.



WITNESSETH:





     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended
(the “Current Agreement”), which grants to the Grantee the non-exclusive right
to use certain public ways of the City to construct, operate and maintain a
district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, in order to connect the distribution piping running from the
Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a
property located at 300 South Riverside Plaza, the Grantee proposes to install
additional distribution pipeline equipment, conduits, fixtures and other
instrumentalities and appurtenances to be used exclusively in the provision of
District Cooling Services (the “Additional Distribution Facilities”) and to be
located on City property consisting of bridges and/or viaducts located between
Canal Street and the



 









 




South Branch of the Chicago River in the following locations: West
Washington Boulevard, and West Monroe Street, (collectively the “City Bridge
Facilities”) ; and




     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, and
to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge
Facilities in the Additional Distribution Facilities, each as attached to this
Twelfth Amendment (collectively, the “Amended Exhibits”); and



     WHEREAS, the City needs further time to consider and determine whether,
and to what extent, the location of the additional Distribution Facilities on
the City Bridge Facilities are necessary and create any risk of damage to or
impediment to the operation of the City Bridge Facilities; and



     WHEREAS, as part of its System, the Grantee has installed an internal
monitoring system, consisting of conduits and fiber optic cables for the
purpose of monitoring the System and for internal communications as shown on
Exhibit 6 to this Twelfth Amendment (“Attachment A”); and



     WHEREAS, the Grantee has determined that it has installed monitoring
facilities in excess of its present and reasonably anticipated future needs and
the Grantee now desires to sell a portion of such facilities; and



     WHEREAS, the Grantee has no desire to become a telecommunications provider
pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and



     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval
of the City in order to complete the sale of any facilities located in the
Public Ways covered under the Agreement to third parties; and



2









 





     WHEREAS, the City wishes to encourage the efficient use of infrastructure
facilities already located in the City’s Public Ways; and



     WHEREAS, the Grantee and the City have reached agreement as to the
conditions for the sale of the Grantee’s surplus telecommunications facilities,
including the provision of certain facilities to the City; and



     WHEREAS, the City Council of the City on
             , 1998 approved
execution of an Twelfth Amendment to the Current Agreement in substantially the
form of this Twelfth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Twelfth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



     Section 2. As of the Effective Date of this Twelfth Amendment, the Current
Exhibits are conditionally deemed superseded and replaced by the Amended
Exhibits, subject in all cases to the conditions set forth in Section 4 of this
Amendment. Exhibits to the Current Agreement not included in the Current
Exhibits remain the same.



     Section 3. As of the Effective Date of this Twelfth Amendment, the
following definition is added to Section 1 of the Current Agreement (to be
deemed inserted in alphabetical order into the Current Agreement):



3









 






“City Bridge Facilities” shall mean only the City property consisting of
viaducts and/or bridge facilities located between Canal Street and the
South branch of the Chicago River in the following locations: West
Washington Boulevard and West Monroe Street, all as shown on Exhibit 5.
The term “City Bridge Facilities” shall not be deemed to include any
other City owned bridge facility, viaduct or related property unless this
Agreement is further amended to include such other bridge facility or
viaduct or related property.”



     Section 4. As of the Effective Date of this Twelfth Amendment, a new
paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:




“Section 9.2(G)




(G) (1). Subject to Section (G) (2) below, Grantee is authorized to
attach onto and to construct, maintain, install and operate portions of
its Additional Distribution System on the City Bridge Facilities depicted
in Exhibit 5 and, as deemed necessary or appropriate, to operate and
maintain the Additional Distribution Facilities thereon; subject, however
to (1) obtaining and acting pursuant to any and all City permits required
in connection therewith and (2) obtaining, prior to commencement of any
work, all necessary consents and property rights, if applicable, of
owners of property rights and of governmental entities having
jurisdictional authority over the City Bridge Facilities, if any, other
than the City, to such construction, installation, operation and
maintenance. For purposes of this Agreement, all applicable provisions
of the Agreement relating to the Public Ways shall be applied to the City
Bridge Facilities, including in particular provisions relating to
insurance and indemnification.




G(2). Notwithstanding the provisions contained in Section G(1) hereof,
Exhibits 1 and 2 shall not be deemed amended to include the City Bridge
Facilities and no Additional



4









 






Distribution Facilities shall be installed or located on the City Bridge
Facilities unless and until, prior to issuance of any permits therefor,
further written approval for such Additional Distribution Facilities
shall be given by the Commissioner of the Department of the Environment
and the Commissioner of the Department of Transportation. Such approval
shall be conditioned upon the satisfaction of said Commissioner that, and
the extent to which, such Additional Distribution Facilities are
necessary and their location or the City Bridge Facilities will not
create any risk of damage or impediment to the operations of the City
Bridge Facilities.”



     Section 5. As of the Effective Date hereof, but subject to Section 6
hereof, the Grantee shall be entitled to sell that portion of its monitoring
system currently located in the Public Way which is in excess of its present
and reasonably anticipated future needs (but not including the City Duct as
defined in Section 6) and subject to the Current Agreement to
telecommunications providers which are registered and in full compliance with
Sections 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee
shall not under the Current Agreement, install monitoring facilities
(including, but not limited to, duct) after the Effective Date of this Twelfth
Amendment in excess of its current and reasonably anticipated future needs; and
provided further that the Grantee shall comply with the conditions set forth in
Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this
Section 5 shall be deemed authorized unless and until Grantee shall also enter
into a conduit use agreement satisfactory to Commissioner of Transportation
providing for the use by the City of the City Duct (as defined in Section 6)
and the designation of the City Duct consistent with Section 6 of this Twelfth
Amendment. It is agreed by the parties that Section 6 shall represent the sole
consideration received by the City in connection with the sales contemplated by
this Section 5. Nothing in this



5









 





Section 5 shall prevent Grantee from independently registering under and
complying with the provisions of Section 3-75 and 10-30 of the Municipal Code
of Chicago as a telecommunications provider.



     Section 6. As of the Effective Date of this Twelfth Amendment, a new
subsection 5.15 shall be added to the Current Agreement to read as follows:




     “Section 5.1.5 Additional Consideration. As further consideration
for the permission and authority granted the Grantee by this Agreement
(including in particular the Twelfth Amendment), apart from General
Compensation set forth in Section 5.1 hereof, Grantee shall provide the
City with the following additional rights, privileges and considerations
for the official use of the City:




	a.	 	Grantee shall reserve and shall provide, as
additional consideration to the City one one-inch innerduct
(the “City Duct”) dedicated for use by the City along all
existing routes (except where Grantee only installed one
two-inch duct for internal monitoring as shown in Exhibit 6
attached hereto and made a part hereof) and future routes
using the Public Ways where Grantee’s System has been or will
be installed.
	 
	b.	 	Grantee shall permit and shall cause any
transferee(s) as to its facilities to permit authorized City
personnel unrestricted access with reasonable notice to
Grantee’s manholes and ducts and any transferee of Grantee’s
monitoring system’s manholes and duct for the purpose of
installing, maintaining and repairing City telecommunications
facilities, including but not limited to fiber optic cables
(the “City Fibers”) in the City Duct.




6









 






	c.	 	Maintenance. Grantee shall maintain in the same
manner as the rest of Grantee’s System and to industry
standards the City Duct in its original condition, ordinary
wear and tear excepted. The City shall be solely responsible
for the maintenance of the City Fibers and for the
transmission of signals over the City Fibers and for out of
service disruptions. If the City Duct is damaged by casualty,
Grantee shall use reasonable efforts to promptly repair the
damage or replace the portions of the City Duct so damaged
within twenty-four hours of such damage.
	 
	d.	 	Governmental Use Only. It is intended that the
City shall use the City Duct and the City Fibers solely for
governmental, intergovernmental or public purposes only.
	 
	e.	 	Abandonment by the City and City Continuing
Rights. In the event that the City determines the City Duct
is no longer necessary for the City’s use, it shall notify
Grantee of its intent to abandon the use of the City Duct, or
portions thereof, and such abandoned portions shall be
disconnected from any City communications network and returned
to Grantee at Grantee’s expense. In the event of Grantee’s
sale of its facilities containing the City Duct, any such sale
shall be subject to the City’s continuing rights to use the
City Duct as contemplated in this Section 5.1.5 and to have
access to Grantee’s facilities, including manholes, as
described in paragraph (b) above.”





     Section 7. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is



7









 




employed by the Grantee or has a personal financial or economic interest
directly or indirectly in this Twelfth Amendment or any contract or subcontract
resulting therefrom or in the privileges to be granted hereunder except as may
be permitted in writing by the Board of Ethics established pursuant to (Chapter
2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or
offer of employment shall be made in connection with this Twelfth Amendment by
or on behalf of any contractors to the Grantee or higher tier subcontractors or
anyone associated therewith, as an inducement for the award of contracts,
subcontracts or orders. Any agreement entered into, negotiated or performed in
violation of any of the provisions of said Chapter 2-156 shall be voidable as
to the City.




     Section 8. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 9. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 10. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



8









 





     Section 11. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 12. Except as expressly modified in this Twelfth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



9









 





     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly
executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)




	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	City Clerk

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Environment
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Director of the Department
	

	 	 	 	of Revenue
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Transportation
	 
	 	 	 	 
	Reviewed as to form
and legality:
	 	 	 	 
	 
	 	 	 	 
	

Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	 


	 	 	 	

	

	 	Title:
	 	President







10









 






(SUB)




EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1: Northeast corner of South State Street and East Adams Streets
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection
of West Adams Street. In Dearborn Street
from Adams Street to Lake Street including
the portions of the Dearborn Street/Madison
Street intersection. In Adams Street from
LaSalle Street to Michigan Avenue. In
Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet
west of the west right-of-way line of State
Street and in said alley from Madison Street
to approximately 40 feet south of Madison
Street. In City property at the northwest
corner of Carroll Avenue and Dearborn
Street.
	 
	 	 
	Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from
Van Buren Street to Randolph Street. In
Jackson Boulevard from Franklin Street to
Dearborn Street. In the Jackson
Boulevard/Dearborn Street intersection and
in Dearborn Street from such intersection to
100 feet south of such intersection. In
LaSalle Street, from West Wacker Drive to
Van Buren Street. In Washington Boulevard,
from LaSalle Street to approximately 300
feet west of Franklin Street. In the
Washington Street Trolley Tunnel from 300
feet west of Franklin Street to North Water
Street. On City property consisting of
viaducts and/or bridge







 









 






	 	 	 
	

	 	facilities located
between Canal Street and the South Branch of
the Chicago River in the following
locations: West Washington Boulevard and
West Monroe Street. In Monroe Street, from
Dearborn Street to Clark Street.
	 
	 	 
	 

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of
West Carroll Avenue. In West Carroll
Avenue, from the westerly right of way line
of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue
and Dearborn Street/Carroll Avenue
intersections. To the extent of City
property interests therein, in the lower
Carroll Avenue access driveway (but only to
the extent permitted by and consistent with
City property interest therein) extending
from the south line of West Kinzie Street
beginning at a point 88 feet east of North
Dearborn Street for a distance of
approximately 98 feet south and thence
generally in a southwesterly direction for
approximately 151 feet to the intersection
of lower Carroll Avenue and North Dearborn
Street. In Kinzie Street from 75 feet east
of Dearborn Street to 75 feet east of State
Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of
West Carroll Avenue. Across and under
Kinzie Street from the Merchandise Mart to
the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to located west
of the Franklin Street/Kinzie Street
intersection and east of the Orleans
Street/Kinzie Street intersection. Across
and under Orleans Street from the
Merchandise Mart to the Apparel Center for
piping with a maximum trench-width of six
(6) feet to be located south of the Kinzie
Street/Orleans Street intersection and north
of the Chicago River.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus
Drive (located in the Blue Cross/Blue Shield
Building)
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to
South Water Street. In South Water Street,
from Columbus Drive to Garland Court. In
Garland Court from Lake Street to
approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court
to LaSalle Street.







 









 






     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.




 










 




Exhibit 2







 









 








Exhibit 3A - Not
included (previous Ordinance)


Exhibit 3B - Not included (previous Ordinance)


Exhibit 3C - Not included (previous Ordinance)


Exhibit 4 - Not included (previous Ordinances)




 









 








Exhibit 5




City Bridge Facilities




 









 














 









 













 









 








Exhibit 6




Grantee’s Current Monitoring System




 









 













 









 








	 	 	 
	

	 	
	 
	 	 
	

	 	








 










 





[Letterhead of




Daley and George, Ltd.]




November 2, 1998




BY MESSENGER

Mr. Frank Duffy

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603




          In re: Thirteenth Amendment



Dear Mr. Duffy:




          Enclosed please find three (3) certified copies of the Ordinance passed by
the Chicago City Council on October 7, 1998 authorizing the
13th Amendment.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John J. George







JJG:te

Enclosure




 









 








[Letterhead of




Daley and George, Ltd.]




November 4, 1998




BY MESSENGER

Mr. Frank Duffy

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603




          In re: Thirteenth Amendment



Dear Mr. Duffy:




          Enclosed please find the fully-executed Thirteenth Amendment to District
Cooling System Use Agreement.



          This is an important document and should be retained in your permanent
corporate records.



          Please feel free to contact me if you should have any questions.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	John T. George







JJG:te

Enclosure




 









 








     This Thirteenth Amendment to District Cooling System Use Agreement (the
“Thirteenth Amendment”), dated as of October 8, 1998 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned
subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom
Corporation.



WITNESSETH




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee intends to expand the Third Plant (as defined in the
Current Agreement) from an existing capacity of 7,800 tons/hour to a maximum
capacity of 24,208 tons/hour (the “Third Plant Expansion”); and



     WHEREAS, the Grantee also desires to install additional distribution
pipeline equipment, conduits, fixtures and other instrumentalities and
appurtenances to be used exclusively in the provision of District Cooling
Services and to be located in the City’s public



 









 




ways in the following: (i) in a portion of Kinzie Street from 75 feet
east of Dearborn Street to Dearborn Street; (ii) in a portion of Dearborn
Street from Kinzie Street to Ontario Street, (iii) in a portion of Ontario
Street from Dearborn Street to Wabash Avenue; (iv) in a portion of Wabash
Avenue from Grand Avenue to Erie Street; (v) in a portion of Erie Street from
Wabash Avenue to Rush Street; (vi) in a portion of Grand Avenue from Wabash
Avenue to 25 feet east of Michigan Avenue; (vii) in a portion of Rush Street
from Erie Street to Superior Street (collectively the “Additional Distribution
Facilities”); and




     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Thirteenth Amendment (collectively, the “Amended
Exhibits”); and


     WHEREAS, the City Council of the City on October 7, 1998, 1998 approved
execution of an Thirteenth Amendment to the Current Agreement in substantially
the form of this Thirteenth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Thirteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



     Section 2. As of the Effective Date of this Thirteenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases



2









 




to the conditions set forth in Section 3 of this Amendment. The inclusion
of the Third Plant Expansion in the System is deemed approved; subject, however
to (1) obtaining and acting pursuant to any and all City permits required in
connection therewith and (2) to obtaining prior to commencement of any work all
necessary consents and property rights, if applicable, of private property
owners, if applicable, to such construction, installation, operation and
maintenance. Exhibits to the Current Agreement not included in the Current
Exhibits remain the same.




     Section 3. As of the Effective Date of this Thirteenth Amendment,
pursuant to Section 7.12(b) of this Current Agreement, Section 5.1 of the
Current Agreement is hereby amended in its entirety to read as follows:




	 	 	“Section 5.1 General Compensation.
	 
	 	 	Grantee agrees to pay the City as General Compensation during each
Compensation year for the use of the Public Ways throughout the
duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum
equal to the General Compensation as set forth below: The General
Compensation during the Compensation Year ending December 31, 1995
shall be the greater of $50,000 or two percent (2%) of Grantee’s
Total Gross Billings. The General Compensation during the
Compensation Year ending December 31, 1996 shall be the greater of
$140,000 or two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending December
31, 1997 shall be the greater of $320,000 or two percent (2%) of
Grantee’s Total Gross Billings (including for 1997 and all future
Compensation Years amounts generated by the Third Plant). For the
1998 Compensation Year, the General Compensation fees shall be the
greater of




3









 






	 	 	$320,000, or 2% of Total Gross Billings. For the 1999 Compensation
Year, the General Compensation shall be the greater of $406,000 or
two percent (2%) of Total Gross Billings (including for 1999 and
all future Compensation Years amounts generated by the Third Plant
Expansion). For each Compensation Year beginning with the 2000
Compensation Year, the General Compensation fee shall be two
percent (2%) of Total Gross Billings; but in no case shall the
General Compensation for any Compensation Year beginning with 2000
be less than $406,000. Each rate of compensation in the
Compensation Years beginning with 1999 shall be adjusted for the
rate of inflation during the preceding Compensation Year pursuant
to the Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the City’s
right of adjustment set forth in Section 2.3 and Section 7.12
hereof, as applicable.”





     Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Thirteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Thirteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



4









 





     Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.)


     Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Except as expressly modified in this Thirteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



5









 





     IN WITNESS WHEREOF, the City has caused this Thirteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)









	 	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	/s/
James J. Laski
	 	 	 	 	 	 
	

City Clerk

	 	By:

Title:
	 	/s/ [ILLEGIBLE]


1st Deputy Commissioner of the
Department of Environment	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ [ILLEGIBLE]

	 	 
	

	 	Title:
	 	Director of the Department
of Revenue	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ [ILLEGIBLE]

	 	 
	

	 	Title:
	 	Commissioner of the
Department of Transportation	 	 
	Reviewed as to form
	 	 	 	 	 	 
	and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]


Assistant Corporation Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	/s/
James P. Peyton

Ass’t Secretary

	 	By:

Title:
	 	/s/ [ILLEGIBLE]


Vice President and General Manager	 	 











6









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
ongoing basis prior to construction and installation in order to obtain permits
for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or
less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Lake Street including
the portions of the Dearborn Street/Madison Street
intersection. In Adams Street from LaSalle Street to
Michigan Avenue. In Madison Street, from Dearborn Street
to the north/south public alley which lies 120 feet west of
the west right-of-way line of State Street and in said
alley from Madison Street to approximately 40 feet south of
Madison Street. In City property at the northwest corner of
Carroll Avenue and Dearborn Street.







Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway



	 	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street.
In Franklin Street from Van Buren Street to Randolph
Street. In Jackson Boulevard from Franklin Street to
Dearborn Street. In the Jackson Boulevard/Dearborn Street
intersection and in Dearborn Street from such intersection
to 100 feet south of such intersection. In LaSalle Street,
from West Wacker Drive to Van Buren Street. In Washington
Boulevard, from LaSalle Street to approximately 300 feet
west of Franklin Street. In the Washington Street Trolley
Tunnel from 300 feet west of Franklin Street to North Water
Street. On City property consisting of viaducts and/or
bridge facilities located between Canal Street and the
South Branch of the Chicago River in the following
locations: West Washington Boulevard and West Monroe
Street. In







 









 






	 	 	 
	

	 	Monroe Street, from Dearborn Street to Clark
Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus Drive (located in
the Blue Cross/Blue Shield Building).
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water
Street. In South Water Street, from Columbus Drive to
Garland Court. In Garland Court from Lake Street to
approximately 300 feet north of Wacker Drive. In Lake
Street, from Garland Court to LaSalle Street.


In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue. In
West Carroll Avenue, from the westerly right of way line of
Wells Street to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. To the extent of City property interests
therein, in the lower Carroll Avenue access driveway (but
only to the extent permitted by and consistent with City
property interest therein) extending from the south line of
West Kinzie Street beginning at a point 88 feet east of
North Dearborn Street for a distance of approximately 98
feet south and thence generally in a southwesterly
direction for approximately 151 feet to the intersection of
lower Carroll Avenue and North Dearborn Street. In Kinzie
Street from 75 feet east of Dearborn Street to 75 feet east
of State Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of West Carroll
Avenue. Across and under Kinze Street from the Merchandise
Mart to the building commonly known as 400 N. Franklin
Street for piping with a maximum trench-width of six (6)
feet to located west of the Franklin Street/ Kinzie Street
intersection and east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from the
Merchandise Mart to the Apparel Center for piping with a
maximum trench-width of six (6) feet to be located south of
the Kinzie Street/Orleans Street intersection and north of
the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet east of Dearborn
to Dearborn Street. In Dearborn Street from Kinzie Street
to Ontario Street. In Ontario Street from Dearborn Street
to Wabash Avenue. In Wabash Avenue from Grand Avenue to
Erie Street. In Erie Street from Wabash Avenue to Rush
Street. In Grand Avenue from Wabash Avenue to 25 feet east
of Michigan Avenue. In Rush Street from Erie Street to
Superior Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate



8









 




new Approved Plants and Additional Distribution Facilities and subject to
amendment pursuant to the provisions of Section 7.1.1 of the Agreement
(including Departmental approvals) to amend the locations of the Distribution
Facilities based on changes in construction conditions. All amendments
requiring changes in location not based on construction conditions shall
require City Council authorization.




9









 








Exhibit 3A – Not included (previous Ordinance)

Exhibit 3B – Not included (previous Ordinance)

Exhibit 3C – Not included (previous Ordinance)

Exhibit 4 – Not included (previous Ordinances)

Exhibit 5 – Not included (previous Ordinances)

Exhibit 6 – Not included (previous Ordinances)




 









 







EXHIBIT 2A






 









 







EXHIBIT 2B







 









 








ORDINANCE




     WHEREAS, on the 14th day of September, 1993, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly
Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee
the non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October], 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



 









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Filth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment’’); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the “Ninth Amendment”); and



14









 





     WHEREAS, the Ninth Amendment is dated as of August 1, 1997, and


     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment” to District
Cooling, Use Agreement (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment” to
District Cooling Use Agreement (the “Eleventh Amendment”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998: and



     WHEREAS, on the 29th day of April, 1998, the City Council adopted an
Ordinance authorizing the City to enter into a “Twelfth Amendment” to District
Cooling Use Agreement (the “Twelfth Amendment, and collectively with Original
Agreement and all prior Amendments described above, the “Current Agreement”);
and



     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and



     WHEREAS, in order to increase the capacity of the System, the Grantee
intends to expand its Third Plant (as defined in the Current Agreement) from
the existing capacity of 7,800 tons/hour to a maximum capacity of 24,208
tons/hour (the “Third Plan Expansion”); and



     WHEREAS, the Grantee also desires to install additional distribution
pipeline equipment, conduits, fixtures and other instrumentalities and
appurtenances to be used exclusively in the provision of District Cooling
Services and to be located in the City’s public ways in the following
locations: (i) in a portion of Kinzie Street from 75 feet east of Dearborn
Street to Dearborn Street; (ii) in a portion of Dearborn Street from Kinzie
Street to Ontario Street; (iii) in a portion of Ontario Street from Dearborn
Street to Wabash Avenue; (iv) in a portion of Wabash



15









 




Avenue from Grand Avenue to Erie Street: (v) in a portion of Eric Street
from Wabash Avenue to Rush Street; (vi) in a portion of Grand Avenue from
Wabash Avenue to 25 feet east of Michigan Avenue; (vii) in a portion of Rush
Street from Erie Street to Superior Street (collectively the “Additional
Distribution Facilities”); and




     WHEREAS, Exhibit l to the Current Agreement describes the “Distribution
Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
to be attached to a Thirteenth Amendment hereinafter referred to (the “Amended
Exhibits”); and



     WHEREAS, pursuant to Section 7.1.2 of the Current Agreement, Grantee’s
minimum fees set forth in Section 5.1 of the Current Agreement shall be
increased proportionately to the maximum capacity of the Third Plant (including
the Expansion of the Third Plant); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement to reflect changes to Exhibits 1 and 2 to the Current Agreement, to
amend Section 5.1 to the Current Agreement that reflect the increase of
Grantee’s minimum fees and to make certain other changes to the Current
Agreement, all as set forth in Exhibit A.



     NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



16









 





     SECTION 2: Subject to the approval of the Corporation Counsel, the
Commissioner of the Department of the Environment, the Commissioner of the
Department of Transportation, and the Director of the Department of Revenue are
hereby authorized to enter into and execute on behalf of the City, a Thirteenth
Amendment to the District Cooling System Use Agreement (the “Thirteenth
Amendment”) substantially in the form attached hereto as Exhibit A, subject to
such changes as shall be approved by the officials executing the same, their
execution constituting conclusive evidence of their approval and this City
Council’s approval of any such changes or revisions therein from the form of
the Thirteenth Amendment attached hereto (including, but not limited to
reduction or elimination of specific routes or locations herein authorized in
the interest of public safety or in the public interest); provided, however,
that no such change or revision may extend the Additional Distribution
Facilities or reduce general compensation paid to the City contrary to the
provisions of the Current Agreement as modified by the Thirteenth Amendment in
the form attached hereto without further action of this City Council. Such
officials may also negotiate in the Thirteenth Amendment such additional
environmental terms and conditions as shall be deemed desirable by the
Commissioner of the City’s Department of the Environment. In addition, such
officials may also negotiate in the Thirteenth Amendment such changes to the
insurance terms and conditions set forth in Section 6 of the Current Agreement
as shall be deemed desirable by the City’s Risk Manager.



     SECTION 3: This Ordinance shall be in full force and effect upon its
passage and approval.



     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict
with this ordinance are, to the extent of such conflict, hereby repealed.



17









 




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




     The following table lists the beneficial ownership, as defined under the
rules of the Securities and Exchange Commission (the “SEC”), as of March 1,
1998 (with the exception of John W Rowe), of Unicom Common Stock held by each
of the Directors, each of the executive officers named in the Summary
Compensation Table on page 14 and Unicom’s Directors and executive officers as
a group. Mr. Rowe’s ownership is listed as of March 31, 1998. There was no
person known to Unicom to be the beneficial owner at more than five percent of
Unicom’s Common Stock as of March 1, 1998. In addition, the table includes two
columns describing securities held by such persons that are not considered to
be “beneficially owned” under the rules of the SEC. The column headed “Other
Stock Options” includes stock options held by such persons that are not
exercisable within 60 days of March 1, 1998. The column headed “Deferred Share
Equivalents” includes shares deferred by such persons under the Unicom
Corporation Stock Bonus Deferral Plan or share equivalents held in the Unicom
Corporation Retirement Plan for Directors.



Beneficial Ownership of

Common Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Other Stock	 	Deferred Share
	Name
	 	Amount and Nature
	 	Percent of Class
	 	Options(7)
	 	Equivalents(9)

	Edward A. Brennan
	 	 	3,133	 	 	 	*	 	 	 	—	 	 	 	—	 
	James W. Compton
	 	 	3,805	 	 	 	*	 	 	 	—	 	 	 	2,539	 
	Bruce DeMars
	 	 	1,561	 	 	 	*	 	 	 	—	 	 	 	469	 
	Sue L. Gin
	 	 	7,798	 	 	 	*	 	 	 	—	 	 	 	1,091	 
	Donald P. Jacobs
	 	 	6,502	 	 	 	*	 	 	 	—	 	 	 	8,614	 
	Edgar D. Jannotta
	 	 	4,563	 	 	 	*	 	 	 	—	 	 	 	1,878	 
	George E. Johnson
	 	 	5,695	 	 	 	*	 	 	 	—	 	 	 	9,988	 
	James J. O’Connor
	 	 	56,333	(1)(2)	 	 	*	 	 	 	123,333	 	 	 	44,040	 
	John W. Rowe
	 	 	5,000	(3)	 	 	*	 	 	 	250,000	 	 	 	—	 
	Samuel K. Skinner
	 	 	150,572	(2)	 	 	*	 	 	 	—	 	 	 	—	 
	Robert J. Manning
	 	 	24,390	(2)(4)	 	 	*	 	 	 	45,332	(8)	 	 	10,486	(10)
	Michael J. Wallace
	 	 	15,579	(2)(5)	 	 	*	 	 	 	22,500	 	 	 	13,755	 
	Pamela B. Strobel
	 	 	17,447	(2)	 	 	*	 	 	 	25,500	 	 	 	8,388	 
	Leo F. Mullin
	 	 	5,346	 	 	 	*	 	 	 	—	 	 	 	—	 
	Directors and executive officers as a
group (20 persons)
	 	 	380,178	(2)(6)	 	 	*	 	 	 	588,330	 	 	 	116,739	 













	*Less than one percent
	 
	(1)	 	Includes 1,775 shares owned by family members. Mr. O’Connor disclaims
any beneficial ownership of such shares.
	 
	(2)	 	The numbers and percentages of shares shown in the table above include
shares as to which the indicated person(s) had the right to acquire within
60 days of March 1, 1998 upon the exercise of outstanding stock options,
as follows: Mr. O’Connor 21,667; Mr. Skinner 110,000; Mr. Manning 7,668
(includes 1,834 options owned by spouse; Mr. Wallace 5,000; Ms. Strobel
4,000; and all executive officers and directors as a group (including such
individuals) 163,920. Such persons disclaim any beneficial ownership of
the shares subject to such options.
	 
	(3)	 	Includes 2,000 shares owned by spouse
	 
	(4)	 	Includes 1,737 shares owned by spouse.
	 
	(5)	 	includes 100 shares jointly owned with a family member. 201 shares owned
by a family member and 200 shares held in a custodial account for a family
member. Mr. Wallace disclaims any beneficial ownership of such shares.




 









 









	(6)	 	Includes 3,737 shares owned by spouses, 200 shares held in a custodial
account for a family member, 1,976 shares owned by family members and 100
shares jointly owned with a family member. The directors and executive
officers to whom such beneficial ownership is attributed disclaim any
beneficial ownership of the shares held by such persons.




19









 










EXHIBIT A




     This Thirteenth Amendment to District Cooling System Use Agreement (the
“Thirteenth Amendment”), dated as of                   , 1998 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of UT holdings, Inc. being a wholly-owned
subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom
Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System.”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee intends to expand the Third Plant (as defined in the
Current Agreement) from an existing capacity of 7,800 tons/hour to a maximum
capacity of 24,208 tons/hour (the “Third Plant Expansion”); and



     WHEREAS, the Grantee also desires to install additional distribution
pipeline equipment, conduits, fixtures and other instrumentalities and
appurtenances to be used



 









 




exclusively in the provision of District Cooling Services and to be
located in the City’s public ways in the following: (i) in a portion of Kinzie
Street from 75 feet east of Dearborn Street to Dearborn Street; (ii) in a
portion of Dearborn Street from Kinzie Street to Ontario Street, (iii) in a
portion of Ontario Street from Dearborn Street to Wabash Avenue; (iv) in a
portion of Wabash Avenue from Grand Avenue to Erie Street; (v) in a portion of
Erie Street from Wabash Avenue to Rush Street; (vi) in a portion of Grand
Avenue from Wabash Avenue to 25 feet east of Michigan Avenue; (vii) in a
portion of Rush Street from Erie Street to Superior Street (collectively the
“Additional Distribution Facilities”) ; and




     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Thirteenth Amendment (collectively, the “Amended Exhibits”)
; and



     WHEREAS, the City Council of the City on    , 1998 approved
execution of an Thirteenth Amendment to the Current Agreement in substantially
the form of this Thirteenth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Thirteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



21









 





     Section 2. As of the Effective Date of this Thirteenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section 3
of this Amendment. The inclusion of the Third Plant Expansion in the System is
deemed approved; subject, however to (1) obtaining and acting pursuant to any
and all City permits required in connection therewith and (2) to obtaining
prior to commencement of any work all necessary consents and property rights,
if applicable, of private property owners, if applicable, to such construction,
installation, operation and maintenance. Exhibits to the Current Agreement not
included in the Current Exhibits remain the same.



     Section 3. As of the Effective Date of this Thirteenth Amendment,
pursuant to Section 7.12(b) of this Current Agreement, Section 5.l of the
Current Agreement is hereby amended in its entirety to read as follows:




	 	 	“Section 5.1 General Compensation.
	 
	 	 	Grantee agrees to pay the City as General Compensation during each
Compensation year for the use of the Public Ways throughout the duration
of this Agreement (subject to the City’s rights of adjustment set forth
in Section 2.3 and Section 7.12 hereof) a sum equal to the General
Compensation as set forth below: The General Compensation during the
Compensation Year ending December 31, 1995 shall be the greater of
$50,000 or two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending December 31,
1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s
Total Gross Billings. The General Compensation during the Compensation
Year ending December 31, 1997 shall be the greater of $320,000 or two
percent (2%) of Grantee’s Total Gross Billings (including for 1997 and
all future Compensation Years amounts generated by the Third Plant). For
the 1998 Compensation




22









 






	 	 	Year, the general Compensation fees shall be the greater of $320,000, or
2% of Total Gross Billings. For the 1999 Compensation Year, the General
Compensation shall be the greater of $406,000 or two percent (2%) of
Total Gross Billings (including for 1999 and all future Compensation
Years amounts generated by the Third Plant Expansion). For each
Compensation Year beginning with the 2000 Compensation Year, the General
Compensation fee shall be two percent (2%) of Total Gross Billings; but
in no case shall the General Compensation for any Compensation Year
beginning with 2000 be less than $406,000. Each rate of compensation in
the Compensation Years beginning with 1999 shall be adjusted for the rate
of inflation during the preceding Compensation Year pursuant to the
Consumer Price Index for Urban Affairs. All rates of compensation set
forth in this paragraph are subject to the City’s right of adjustment set
forth in Section 2.3 and Section 7.12 hereof, as applicable.”





     Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Thirteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Thirteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



23









 





     Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Except as expressly modified in this Thirteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



24









 





     IN WITNESS WHEREOF, the City has caused this Thirteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)




	 	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

City Clerk

	 	By:

Title:
	 	

Commissioner of the Department of
Environment	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	Title:
	 	Commissioner of the Department of
Revenue	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	Title:
	 	Commissioner of the Department of
Transportation	 	 
	 
	 	 	 	 	 	 
	Reviewed as to form
	 	 	 	 	 	 
	and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	


	 	By:
	 	
	 	 
	

	 	Title:
	 	President	 	 







 









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or
less, from the intersection of West Adams Street. In
Dearborn Street from Adams Street to Lake Street including
the portions of the Dearborn Street/Madison Street
intersection. In Adams Street from LaSalle Street to
Michigan Avenue. In Madison Street, from Dearborn Street
to the north/south public alley which lies 120 feet west of
the west right-of-way line of State Street and in said
alley from Madison Street to approximately 40 feet south of
Madison Street. In City property at the northwest corner of
Carroll Avenue and Dearborn Street.







Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway



	 	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street.
In Franklin Street from Van Buren Street to Randolph
Street. In Jackson Boulevard from Franklin Street to
Dearborn Street. In the Jackson Boulevard/Dearborn Street
intersection and in Dearborn Street from such intersection
to 100 feet south of such intersection. In LaSalle Street,
from West Wacker Drive to Van Buren Street. In Washington
Boulevard, from LaSalle Street to approximately 300 feet
west of Franklin Street. In the Washington Street Trolley
Tunnel from 300 feet west of Franklin Street to North Water
Street. On City property consisting of viaducts and/or
bridge facilities located between Canal Street and the
South Branch of the Chicago River in the following
locations: West Washington Boulevard and West Monroe
Street. In Monroe Street, from Dearborn Street to Clark
Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and
Columbus Drive (located in the Blue Cross/Blue Shield Building).







 









 






	 	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South Water
Street. In South Water Street, from Columbus Drive to
Garland Court. In Garland Court from Lake Street to
approximately 300 feet north of Wacker Drive. In Lake
Street, from Garland Court to LaSalle Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue. In
West Carroll Avenue, from the westerly right of way line of
Wells Street to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll Avenue
intersections. To the extent of City property interests
therein, in the lower Carroll Avenue access driveway (but
only to the extent permitted by and consistent with City
property interest therein) extending from the south line of
West Kinzie Street beginning at a point 88 feet east of
North Dearborn Street for a distance of approximately 98
feet south and thence generally in a southwesterly
direction for approximately 151 feet to the intersection of
lower Carroll Avenue and North Dearborn Street. In Kinzie
Street from 75 feet east of Dearborn Street to 75 feet east
of State Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of West Carroll
Avenue. Across and under Kinzie Street from the
Merchandise Mart to the building commonly known as 400 N.
Franklin Street for piping with a maximum trench-width of
six (6) feet to located west of the Franklin Street/ Kinzie
Street intersection and east of the Orleans Street/Kinzie
Street intersection. Across and under Orleans Street from
the Merchandise Mart to the Apparel Center for piping with
a maximum trench-width of six (6) feet to be located south
of the Kinzie Street/Orleans Street intersection and north
of the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet east of Dearborn
to Dearborn Street. In Dearborn Street from Kinzie Street
to Ontario Street. In Ontario Street from Dearborn Street
to Wabash Avenue. In Wabash Avenue from Grand Avenue to
Erie Street. In Erie Street from Wabash Avenue to Rush
Street. In Grand Avenue from Wabash Avenue to 25 feet east
of Michigan Avenue. In Rush Street from Erie Street to
Superior Street.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend



27









 




the locations of the Distribution Facilities based on changes in
construction conditions. All amendments requiring changes in location not
based on construction conditions shall require City Council authorization.




28









 





EXHIBIT 2














 









 








	 	 	 	 	 
	

	 	
	 	
	 
	 	 	 	 
	

	 	
	 	








 









 





	 	 	 	 	 	 	 	 	 
	STATE OF ILLINOIS,	 	 	)	 	 	 
	

	 	 	 	 	)	 	 	ss.
	

	 	    County of Cook
	 	 	)	 	 	 







     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County
of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and
foregoing is a true and correct copy of that certain ordinance now on
file in my office authorizing the construction of additional distribution
facilities in the vicinity of Dearborn Street and Ontario Street.



     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the seventh (7th) day of October,
A.D. 1998 and deposited in my office on the seventh (7th) day of October,
A.D. 1998.



     I DO FURTHER CERTIFY that the vote on the question of the passage of
the said ordinance by the said City Council was taken by yeas and nays
and recorded in the Journal of the Proceedings of the said City Council,
and that the result of said vote so taken was as follows, to wit: Yeas
48, Nays None.



     I DO FURTHER CERTIFY that the said ordinance was delivered to the
Mayor of the said City of Chicago after the passage thereof by the said
City Council, without delay, by the City Clerk of the said City of
Chicago, and that the said Mayor did approve and sign the said ordinance
on the seventh (7th) day of October, A.D. 1998.



     I DO FURTHER CERTIFY that the original, of which the foregoing is a
true copy, is entrusted to my care for safe keeping, and that I am the
lawful keeper of the same.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed the

[L.S.] corporate seal of the City of Chicago aforesaid, at the said City, in the County and

State aforesaid, this twenty-ninth (29th) day of October, A.D. 1998.




	 	 	 
	


	

	 	/s/ James J. Laski
	

	 	

	

	 	JAMES J. LASKI, City Clerk
	









 









 





     This Fourteenth Amendment to District Cooling System Use Agreement (the
“Fourteenth Amendment”), dated as of April 21, 1999 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of UT Holdings, Inc., being a wholly-owned
subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom
Corporation.



WITNESSETH:





     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System”); and




     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and




     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and




     WHEREAS, the Grantee intends to add to its System a new Plant (the “Fourth
Plant”) with an approximate capacity of 14,000 tons on private property located
in the Merchandise Mart building located on the block bounded by North Orleans
Street on the West, North Wells Street on the East, West Kinzie Street on the
North, and the main branch of the Chicago River on the South; and




     WHEREAS, Grantee desires to interconnect the Fourth Plant with the System;
and



 









 






     WHEREAS, the Grantee also desires to install additional distribution
pipeline equipment, conduits, fixtures and other instrumentalities and
appurtenances to be used exclusively in the provision of District Cooling
Services and to be located in the City’s public ways along the following
routes:




	(i)	 	Washington Boulevard from Dearborn Street to
State Street;
	 
	(ii)	 	under the Orleans Street viaduct from Grantee’s
existing piping (north of the Chicago River) to Kinzie Street;
	 
	(iii)	 	Kinzie Street from the Kinzie Street / Orleans
Street intersection west to the north-south public alley west
of Orleans Street; north in said north-south public alley to
the east-west public alley; and west in said east-west public
alley to a point 220.0 feet west of North Orleans Street;
	 
	(iv)	 	Garland Court from Lake Street to Benton Place;
	 
	(v)	 	Benton Place from Garland Court to Wabash Avenue;
	 
	(vi)	 	State Street from Lake Street to Randolph Street;
	 
	(vii)	 	in the north/south public alley which lies 120
feet west of the west right-of-way line of State Street from
approximately 40 feet south of Madison Street to Monroe
Street;





(collectively the “Additional Distribution Facilities”); and





     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Fourteenth Amendment (collectively, the “Amended
Exhibits”); and




     WHEREAS, the City Council of the City on    , 1999 approved
execution of a Fourteenth Amendment to the Current Agreement in substantially
the form of this Fourteenth Amendment, including the Amended Exhibits (the
“Ordinance”); and




     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



2









 






NOW, THEREFORE, It is agreed by the parties hereto as follows:




     Section 1. The above recitals are expressly incorporated herein and made a
part of this Fourteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



     Section 2. As of the Effective Date of this Fourteenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section 3
of this Amendment. The inclusion of the Fourth Plant in the System is deemed
approved; subject, however, to (1) obtaining all necessary prior approvals for
the Fourth Plant from the City’s Board of Zoning Appeals; (2) obtaining and
acting pursuant to any and all City permits (including but not limited to
harbor permits) required in connection therewith; (3) providing proof of proper
approvals from other applicable local, state and federal regulatory agencies;
and (4) to obtaining prior to commencement of any work all necessary consents
and property rights, if applicable, of private property owners, if applicable,
to such construction, installation, operation and maintenance. Exhibits to the
Current Agreement not included in the Current Exhibits remain the
same.



     Section 3. As of the Effective Date of this Fourteenth Amendment, pursuant
to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current
Agreement is hereby amended in its entirety to read as follows:




	 	 	“Section 5.1 General Compensation.




Grantee agrees to pay the City as General Compensation during each
Compensation Year for the use of the Public Ways throughout the
duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum
equal to the General Compensation as set forth below:




3









 












	 	 	The General Compensation during the Compensation Year ending
December 31, 1995 shall be the greater of $50,000 or two percent
(2%) of Grantee’s Total Gross Billings. The General Compensation
during the Compensation Year ending December 31, 1996 shall be the
greater of $140,000 or two percent (2%) of Grantee’s Total Gross
Billings. The General Compensation during the Compensation Year
ending December 31, 1997 shall be the greater of $320,000 or two
percent (2%) of Grantee’s Total Gross Billings. For the 1998
Compensation Year, the General Compensation fees shall be the
greater of $320,000 or 2% of Total Gross Billings. For the 1999
Compensation Year, the General Compensation shall be the greater of
$456,000 (including an increase in the minimum monthly fixed fee
from $33,833.33 to $40,000.00 commencing on May 1, 1999) or two
percent (2%) of Total Gross Billings (including for 1999 and all
future Compensation Years amounts generated by the Fourth Plant).
For the 2000 Compensation Year, the General Compensation shall be
the greater of $480,000 or two percent (2%) of Total Gross
Billings. For each Compensation Year beginning with the 2001
Compensation Year, the General Compensation fee shall be two
percent (2%) of Total Gross Billings; but in no case shall the
General Compensation for any Compensation Year beginning with 2001
be less than $480,000. Each rate of compensation in the
Compensation Years beginning with 2001 shall be adjusted for the
rate of inflation during the preceding Compensation Year pursuant
to the Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the City’s
right of adjustment set forth in Section 2.3 and Section 7.12
hereof, as applicable.”




4









 











     Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Fourteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Fourteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



     Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).



     Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois.



5









 





The Grantee has provided the City with the Disclosure of Ownership
Interest Affidavit for the Grantee.




     Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the discretion of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any person with whom the elected official has a business
relationship, or to participate in any discussion in any city council committee
hearing or in any city council meeting or to vote in any discussion in any city
council meeting hearing or in any city council meeting or to vote on any matter
involving the person with whom an elected official has a business relationship.
Violation of Section 2-156-030(b) by any elected official with respect to this
Fourteenth Amendment shall be grounds for termination of the Current Agreement
and this Fourteenth Amendment. The term business relationship is defined as
set forth in Section 2-156-080 of the Municipal Code of Chicago.



     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate



6









 





subsidiary, parent of affiliate thereof, regardless of the value of or
dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the city.




     Section 10. Except as expressly modified in this Fourteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



[Balance of page intentionally left blank.




Signature page follows].




7









 








     IN WITNESS WHEREOF, the City has caused this Fourteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.









	 	 	 	 	 
	(SEAL)

	 	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	/s/
James J. Laski

	 	By:	 	/s/ [ILLEGIBLE]
	


	 	 	 	

	 
	 	 	 	 
	City Clerk

	 	Title:
	 	Commissioner of the

Department of Environment
	 
	

	 	By:	 	/s/ [ILLEGIBLE]
	 

	 	 	 	

	

	 	Title:
	 	Director of the


Department of Revenue
	 
	

	 	By:	 	/s/ [ILLEGIBLE]
	

	 	 	 	

	 
	 	 	 	 
	

	 	Title:
	 	Commissioner of the


Department of Transportation











Reviewed as to form and legality:








	 	 	 	 	 
	/s/
[ILLEGIBLE]



	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	 
	 	 	 	 
	ATTEST:

	 	 	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	/s/
Scott N. Peters

	 	By:	 	/s/ [ILLEGIBLE]
	


	 	 	 	

	Secretary

	 	 	 	Title: Vice President and General Manager











8









 





AMENDED




EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.


Production Plant #1: Northeast corner of South State Street and East Adams Street




	 	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more or less, from the
intersection of West Adams Street. In Dearborn Street from Adams Street to Lake
Street including the portions of the Dearborn Street/Madison Street intersection.
In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from
Dearborn Street to the north/south public alley which lies 120 feet west of the
west right-of-way line of State Street and in said alley from Madison Street to
Monroe Street. In City property at the northwest corner of Carroll Avenue and
Dearborn Street.
	 
	 	 
	Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street
from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin
Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection
and in Dearborn Street from such intersection to 100 feet south of such
intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street.
	 
	 	 

	                                                       
	 

	 	In Washington Boulevard, from LaSalle Street to approximately 300 feet west of
Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of
Franklin Street to North Water Street. On City property consisting of viaducts
and/or bridge facilities located between Canal Street and the South Branch of the
Chicago River in the following locations: West Washington Boulevard and West
Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
	                                                        
	 
	 	 

	                                                       
	Production
Plant #3: Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue
Shield Building)

	                                                        







 









 






	 	 	 
	Distribution Piping
	 	In Columbus Drive, from Randolph Street to South Water Street. In South Water
Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street
to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland
Court to LaSalle Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake Street to
approximately 50 feet north of West Carroll Avenue. In
West Carroll Avenue, from the westerly right of way
line of Wells Street to Clark Street, and in addition,
the Clark Street/Carroll Avenue and Dearborn
Street/Carroll Avenue intersections. To the extent of
City property interests therein, in the lower Carroll
Avenue access driveway (but only to the extent
permitted by and consistent with City property interest
therein) extending from the south line of West Kinzie
Street beginning at a point 88 feet east of North
Dearborn Street for a distance of approximately 98 feet
south and thence generally in a southwesterly direction
for approximately 151 feet to the intersection of lower
Carroll Avenue and North Dearborn Street. In Kinzie
Street from 75 feet east of Dearborn Street to 75 feet
east of State Street. In LaSalle Street from West
Carroll Avenue to approximately 50 feet north of West
Carroll Avenue. Across and under Kinzie Street from
the Merchandise Mart to the building commonly known as
400 N. Franklin Street for piping with a maximum
trench-width of six (6) feet to located west of the
Franklin Street/Kinzie Street intersection and east of
the Orleans Street/Kinzie Street intersection. Across
and under Orleans Street from the Merchandise Mart to
the Apparel Center for piping with a maximum
trench-width of six (6) feet to be located south of the
Kinzie Street/Orleans Street intersection and north of
the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet east of
Dearborn to Dearborn Street. In Dearborn Street from
Kinzie Street to Ontario Street. In Ontario Street
from Dearborn Street to Wabash Avenue. In Wabash
Avenue from Grand Avenue to Erie Street. In Erie
Street from Wabash Avenue to Rush Street. In Grand
Avenue from Wabash Avenue to 25 feet east of Michigan
Avenue. In Rush Street from Erie Street to Superior
Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton Place. In
Benton Place from Garland Court to Wabash Avenue.
	 
	 	 
	Production Plant #4: North Orleans Street on the west, North Wells Street
on the east West Kinzie Street on the north, and the
Chicago River on the south (located in the
Merchandise Mart building).








 









 






	 	 	 
	Distribution Piping:
	 	 
	 
	 	In Washington Boulevard from Dearborn Street to State
Street. Under the Orleans Street viaduct from
Grantee’s existing piping (north of the Chicago
River) to Kinzie Street. In Kinzie Street from the
Kinzie Street/Orleans Street intersection west to the
north-south public alley west of Orleans Street;
north in said north-south public alley to the
east-west public alley. From said east-west public
alley west to a point 220.0 feet west of North
Orleans Street. In State Street from Lake Street to
Randolph Street.
	 
	 	 
	

	 	This Exhibit is subject to amendment pursuant to the
provisions of Section 7.1.2 of the Agreement (including
City Council authorization and Departmental approvals)
to incorporate new Approved Plants and Additional
Distribution Facilities and subject to amendment
pursuant to the provisions of Section 7.1.1 of the
Agreement (including Departmental approvals) to amend
the locations of the Distribution Facilities based on
changes in construction conditions. All amendments
requiring changes in location not based on construction
conditions shall require City Council authorization.







 









 






	 	 	 	 	 	 	 
	Exhibit 3A

	 	-
	 	Not included (previous Ordinance)	 	 
	Exhibit 3B

	 	-
	 	Not included (previous Ordinance)	 	 
	Exhibit 3C

	 	-
	 	Not included (previous Ordinance)	 	 
	Exhibit 4

	 	-
	 	Not included (previous Ordinances)	 	 
	Exhibit 5

	 	-
	 	Not included (previous Ordinances)	 	 
	Exhibit 6

	 	-
	 	Not included (previous Ordinances)	 	 







 









 















 









 














 










 






     WHEREAS, On the fourteenth (14th) day of September,
1994, the City Council (the “City Council”) of the City of Chicago, Illinois
(the “City”) adopted an ordinance authorizing the City to enter into a
“District Cooling System Use Agreement” (the “Original Agreement”) with Unicom
Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as
“Grantee”), which grants to Grantee the non-exclusive right to use certain
public ways of the City to construct, operate and maintain a district cooling
system (the “System”); and



     WHEREAS, The City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, On the seventeenth (17th) day of May, 1995,
the City Council adopted an ordinance authorizing the City to enter into a
“First Amendment to District Cooling System Use Agreement” (the “First
Amendment”); and



     WHEREAS, The First Amendment is dated as of June 1, 1995; and



     WHEREAS, On the thirteenth (13th) day of July, 1995,
the City Council adopted an ordinance authorizing the City to enter into a
“Second Amendment to District Cooling System Use Agreement” (the “Second
Amendment”); and



     WHEREAS, The Second Amendment is dated as of July 15, 1995; and



     WHEREAS, On the tenth (10th) day of January, 1996, the
City Council adopted an ordinance authorizing the City to enter into a “Third
Amendment to District Cooling System Use Agreement” (the “Third Amendment”);
and



     WHEREAS, The Third Amendment is dated as of February 1, 1996; and



     WHEREAS, On the sixth (6th) day of March, 1996, the
City Council adopted an ordinance authorizing the City to enter into a “Fourth
Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”);
and



     WHEREAS, The Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, On the sixteenth (16th) day of April, 1996,
the City Council adopted an ordinance authorizing the City to enter into a
“Fifth Amendment to District Cooling System Use Agreement” (the “Fifth
Amendment”); and



     WHEREAS, The Fifth Amendment is dated as of October 1, 1996; and



     WHEREAS, On the thirtieth (30th) day of October, 1996,
the City Council adopted an ordinance authorizing the City to enter into a
“Sixth Amendment to District Cooling System Use Agreement” (the “Sixth
Amendment”); and



     WHEREAS, The Sixth Amendment is dated as of November 7, 1996; and



 









 





     WHEREAS, On the eleventh (11th) day of December, 1996,
the City Council adopted an ordinance authorizing the City to enter into a
“Seventh Amendment to District Cooling System Use Agreement” (the “Seventh
Amendment”); and



     WHEREAS, The Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, On the seventh (7th) day of February, 1997,
the City Council adopted an ordinance authorizing the City to enter into an
“Eighth Amendment to District Cooling System Use Agreement” (the “Eighth
Amendment”); and



     WHEREAS, The Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, On the thirtieth (30th) day of July, 1997, the
City Council adopted an ordinance authorizing the City to enter into a “Ninth
Amendment to District Cooling System Use Agreement” (the “Ninth Amendment”);
and



     WHEREAS, The Ninth Amendment is dated as of August 1, 1997; and







     WHEREAS, On the tenth (10th) day of September, 1997,
the City Council adopted an ordinance authorizing the City to enter into a
“Tenth Amendment to District Cooling System Use Agreement” (the “Tenth
Amendment”); and







     WHEREAS, The Tenth Amendment is dated as of October 1, 1997; and



     WHEREAS, On the fifth (5th) day of February, 1998, the
City Council adopted an ordinance authorizing the City to enter into an
“Eleventh Amendment to District Cooling System Use Agreement” (the “Eleventh
Amendment”); and



     WHEREAS, The Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, On the twenty-ninth (29th) day of April, 1998,
the City Council adopted an ordinance authorizing the City to enter into a
“Twelfth Amendment to District Cooling System Use Agreement” (the “Twelfth
Amendment”); and



     WHEREAS, The Twelfth Amendment is dated as of June 1, 1998; and



     WHEREAS, On the seventh (7th) day of October, 1998, the City Council
adopted an ordinance authorizing the City to enter into a “Thirteenth Amendment
to District Cooling System Use Agreement” (the “Thirteenth Amendment”); and



     WHEREAS, The Thirteenth Amendment is dated as of October 8, 1998; and



     WHEREAS, On the twenty-first (21st) day of April, 1999,
the City Council adopted an ordinance authorizing the City to enter into a
Fourteenth Amendment to District Cooling Use Agreement (the “Fourteenth
Amendment”, and collectively with the Original Agreement and all prior
Amendments described above, the “Current Agreement”); and



     WHEREAS, The Fourteenth Amendment is dated as of April 21, 1999; and



2









 





     WHEREAS, Grantee desires to extend the term of the Current Agreement which
currently expires on December 31, 2015 for an additional five (5) years to
December 31, 2020; and



     WHEREAS, Under the Current Agreement, the general compensation beginning
on January 1, 2000 is set at the greater of Four Hundred Eighty Thousand
Dollars ($480,000) or two percent (2%) of total gross billings (the “Percentage
Based Fee”); and



     WHEREAS, The Current Agreement permits the City to renegotiate general
compensation effective as of each adjustment date (as defined in the Current
Agreement); and



     WHEREAS, January 1, 2000 constitutes the next adjustment date under the
Current Agreement; and



     WHEREAS, Pursuant to and in accordance with the provisions of the Current
Agreement, the City and Grantee have agreed to adjust the Percentage Based Fee,
effective January 1, 2000 to three percent (3%) of total gross billings; and



     WHEREAS, The Current Agreement currently provides that if the City were to
seek to increase the Percentage Based Fee to more than three percent (3%) of
total gross billings, Grantee will be entitled under certain circumstances to
demand arbitration as to whether such increase beyond three percent (3%) of
total gross billings was “unreasonable” (“Arbitration”); and



     WHEREAS, Grantee and the City have agreed to amend the Current Agreement
so that Arbitration may not be resorted to by Grantee unless the City seeks an
increase at a future adjustment date of the Percentage Based Fee in excess of
four percent (4%) and to provide for a new adjustment date of January 1, 2015;
and



     WHEREAS, Grantee has also agreed to provide the City certain utility
audits at no cost to the City as described in Exhibit A; and



     WHEREAS, The City and the Grantee now desire to amend the Current
Agreement to reflect the five (5) year extension of the term of the Current
Agreement, to increase the Percentage Based Fee due to the City from two
percent (2%) to three percent (3%) effective January 1, 2000, and to change the
conditions under which Arbitration may be revoked, and to make certain other
changes to the Current Agreement, all as set forth in Exhibit A; and



     WHEREAS, Grantee wishes for internal corporate reasons to transfer
ownership of its approved plant located in the Merchandise Mart (“Plant 4”) to
a subsidiary of its parent corporation UT Holdings, such subsidiary to be known
as Northwind Chicago, L.L.C. (“Northwind”); and



     WHEREAS, The proposed transfer requires City approval under the terms of
the Current Agreement; and



     WHEREAS, The City is prepared to consent to the proposed transfer if: (1)
the proposed transfer does not adversely affect amounts to be paid the City
under the Current Agreement, and



3









 




(2) Northwind assumes responsibility for the
same or substantially similar obligations Grantee has undertaken in the Current
Agreement with regard to the construction, installation, operation and
maintenance of Plant 4; and




     WHEREAS, The City, Grantee and Northwind have reached an agreement as to
the basic terms under which the City will consent to the Proposed Transfer (the
“Basic Terms”) in substantially the form attached hereto as Exhibit B, upon
approval of the Basic Terms by ordinance of the City Council; now, therefore,



Be It Ordained by the City Council of the City of Chicago:




     SECTION 1. The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though set forth herein.



     SECTION 2. Subject to the approval of the Corporation Counsel, as to form
and legality, the Commissioner of the Department of the Environment, the
Commissioner of the Department of Transportation and the Director of the
Department of Revenue (collectively, the “Commissioners”) are hereby authorized
to enter into and execute on behalf of the City, a Fifteenth Amendment to the
District Cooling System Use Agreement (the “Fifteenth Amendment”) substantially
in the form attached hereto as Exhibit A, subject to such changes as shall be
approved by the officials executing the same, their execution constituting
conclusive evidence of their approval and this City Council’s approval of any
such changes or revisions therein from the form of the Fifteenth Amendment
attached hereto (including, but not limited to reduction or elimination of
specific routes or locations herein authorized in the interest of public safety
or in the public interest); provided, however, that no such change or revision
may extend the additional distribution facilities or reduce general
compensation paid to the City contrary to the provisions of the Current
Agreement as modified by the Fifteenth Amendment in the form attached hereto
without further action of this City Council. Such officials may also negotiate
in the Fifteenth Amendment such additional environmental terms and conditions
as shall be deemed desirable by the Commissioner of the City’s Department of
the Environment. In addition, such officials may also negotiate in the
Fifteenth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as shall be deemed desirable by the
City’s Risk Manager.



     SECTION 3. The Commissioners are hereby authorized to enter into a
consent and assumption (the “Consent Agreement”) with Grantee, its parent
corporation, UT Holdings and Grantee’s affiliate, Northwind Chicago, L.L.C.,
such Consent Agreement to incorporate terms substantially similar to the terms
set forth in Exhibit B (the “Basic Terms”). Subject to such changes as may be
approved by the Commissioners, their execution of the Consent Agreement
constituting conclusive evidence of their approval and this City Council’s
approval of any such changes or revisions therein from the Basic Terms;
provided that no such change or revision may permit transfer of any part of
Grantee’s System other than Plant 4 to Northwind, extend the terms of the
Consent Agreement beyond the term of the Current Agreement (as it may be
amended), reduce the consideration to be paid by UTT contrary to the provisions
of the Basic Terms attached hereto, or reduce the insurance (except with the
written approval of the City’s Risk Manager) and security provided the City
below the levels and coverages applicable to Plant 4 under the Current
Agreement (as it may be amended) without further action of this City Council.



4









 




Said officials are also authorized to enter into such other Agreements as may
be necessary to carry out the interest of this ordinance. Only upon execution
of the Consent Agreement by the Commissioner, Northwind and UTT and the
fulfillment of the conditions set forth therein shall the proposed transfer be
entered into.




     SECTION 4. This ordinance shall be in full force and effect upon its
passage and approval.



     SECTION 5. All ordinances, resolutions and agreements, or parts thereof,
in conflict with this ordinance are, to the extent of such conflict, hereby
repealed.


Exhibits “A” and “B” referred to in this ordinance read as follows:








Exhibit “A”.

(To Ordinance)












Fifteenth Amendment To The District

Cooling System Use Agreement.








     This Fifteenth Amendment to the District Cooling System Use Agreement (the
“Fifteenth Amendment”) dated as of      
                  , 2000 (the
“Effective Date”) by and between the City of Chicago, Illinois (the “City”), a
home rule unit and municipality under Article VII of the Constitution of the
State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois
corporation (the “Grantee”), being a wholly-owned subsidiary of UT Holdings,
Inc., being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is one
hundred percent (100%) owned by Unicom Corporation.



Witnesseth:




     Whereas, The City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System”); and



     Whereas, (Sub)Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     Whereas, (Sub)Exhibit 2 to the Current Agreement provides the Location Map
of the Grantee’s System, including the Current Distribution Facilities; and



     Whereas, Grantee desires to extend the term of the Current Agreement which
currently expires on December 31, 2015 for an additional five (5) years from
December 31, 2015 to December 31, 2020; and



     Whereas, Under the Current Agreement, the general compensation (as defined
in the Current Agreement) to be paid by the Grantee to the City, beginning on
January 1, 2000 is set at



5









 




the greater of Four Hundred Eighty Thousand Dollars
($480,000) or two percent (2%) of total gross billings (the “Percentage Based
Fee”); and




     Whereas, The Current Agreement permits the City to renegotiate general
compensation effective as of each adjustment date (as defined in the Current
Agreement); and



     Whereas, January 1, 2000 constitutes the next adjustment date under the
Current Agreement; and



     Whereas, Pursuant to and in accordance with the provisions of the Current
Agreement, the City and Grantee have agreed to adjust the Percentage Based Fee,
effective January 1, 2000 to three percent (3%) of Total Gross Billings; and



     Whereas, The Current Agreement currently provided that if the City were to
seek to increase the Percentage Based Fee to more than three percent (3%) of
total gross billings, Grantee will be entitled under certain circumstances to
demand arbitration as to whether such increase beyond three percent (3%) of the
total gross billings was “unreasonable” (“Arbitration”); and



     Whereas, Grantee and the City have agreed to amend the Current Agreement
so that Arbitration may not be resorted to by Grantee unless the City seeks an
increase at a future adjustment date that results in the Percentage Based Fee
being in excess of four percent (4%) and to add a new adjustment date of
January 1, 2015; and



     Whereas, Grantee has also agreed to provide the City utility audits at no
cost to the City as described in this Fifteenth Amendment; and



     Whereas, Grantee wishes for internal corporate reasons to transfer
ownership (the “Proposed Transfer”) of its Approved Plant located in the
Merchandise Mart (commonly known as and referred to in (Sub)Exhibit 1 and
herein as “Plant 4”) to a subsidiary of its parent corporation UT Holdings,
Northwind Chicago L.L.C. (“Northwind”); and



     Whereas, The Proposed Transfer requires City approval under the provisions
of the Current Agreement; and



     Whereas, The City is prepared to consent to the Proposed Transfer if: (1)
the Proposed Transfer does not adversely affect amounts to be paid the City
under the Current Agreement, and (2) Northwind assumes responsibility for the
same or substantially similar obligations Grantee has undertaken in the Current
Agreement with regard to the construction, installation, operation and
maintenance of Plant 4; and



     Whereas, The City, Grantee and Northwind have reached agreement as to the
basic terms under which the City will consent to the Proposed Transfer (the
“Basic Terms”) in substantially the form attached hereto as (Sub)Exhibit 7; and



     Whereas, (Sub)Exhibit 1 to the Current Agreement (the “Current Exhibits”)
shall be amended, as further described and depicted in Amended (Sub)Exhibit 1,
as attached to this Fifteenth Amendment (“Amended (Sub)Exhibit 1”) to reflect
the potential change of ownership



6









 




of Plant 4 upon the execution by all parties
of a Consent and Assumption Agreement which embodies the Basic Terms, such
Agreement upon execution to be attached to the Current Agreement as part of
(Sub)Exhibit 8; and




     Whereas,
The City Council of the City on          
      , 2000 approved
execution of a Fifteenth Amendment to the Current Agreement in substantially
the form of this Fifteenth Amendment, including the Amended Exhibit (the
“Ordinance”); and



     Whereas, The City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     Now, Therefore, It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Fifteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



     Section 2. As of the Effective Date of this Fifteenth Amendment, the
definition of “Total Gross Billings” in the Current Agreement is hereby amended
to read as follows:




	 	 	“Total Gross Billings” shall mean the sum of (1) all amounts billed by
Grantee and/or due to Grantee to be paid in cash, credits or property of
any kind or nature arising from or attributable to, directly or
indirectly, or in any way derived from, Grantee’s operation, lease,
exchange or use of its District Cooling System from all Approved Plants
or sale or lease of District Cooling System within the City, whether or
not such amounts are actually collected and (2) any other revenue arising
from the possession by Grantee or any Affiliate of its rights under this
Agreement. If Grantee does not bill a particular customer (including an
Affiliate) for Services provided by Grantee, then there shall be imputed
as billings included within Total Gross Billings an amount equal to the
billings that would have been billed by Grantee to a like customer for
the provision of Services identical or as closely similar as possible in
usage and nature to the Services being provided to the customer not being
billed. If Grantee or any Affiliate operating an Affiliated Plant does
not bill itself for services provided for its own internal use beyond the
use needed for operation of the District Cooling System, there shall be
imputed as billings included within Total Gross Billings, the amount that
would have been billed to a like customer for Services identical or as
closely similar in nature and usage as possible to the Services being so
used by Grantee. No expenses or allowances shall be deducted from Total
Gross Billings. The term “Total Gross Billings” shall also include all
billings and other amounts derived from or imputed to any Affiliated
Plant, in the same fashion as if such Affiliated Plant were owned by
Grantee. Total Gross Billings shall include only amounts related solely
to Chicago-based operations.





     Section 3. As of the Effective Date of this Fifteenth Amendment, the
Current Agreement is hereby amended to add the following definition of
“Affiliated Plant”:




     “Affiliated Plant” shall mean an Approved Plant, the ownership of
which, with prior City written consent, has been transferred to an
Affiliate.



7









 





     Section 4. As of the Effective Date of this Fifteenth Amendment, the
definition of “District Cooling System” in the Current Agreement is hereby
amended to read as follows:




     “District Cooling System” for purposes of this Agreement shall mean
collectively all Approved Plants and Distribution Facilities used by
Grantee or, in the case of Affiliated Plants, one (1) or more Affiliates,
to provide district cooling chilled water and related air-conditioning
service generated by an Approved Plant(s) to its customers within the
City on a contractual basis. A District Cooling System is a type of
District Energy System.



     Section 5. As of the Effective Date of this Fifteenth Amendment, the
definition of “Adjustment Dates” is hereby amended to read as follows:



     “Adjustment Dates” shall mean January 1, 2000, January 1, 2005,
January 1, 2010 and January 1, 2015.



     Section 6. As of the Effective Date of this Fifteenth Amendment, Section
2.2 of the Current Agreement is hereby amended so that the “Initial Expiration
Date” set forth therein is now December 31, 2020.



     Section 7. As of the Effective Date of this Fifteenth Amendment, the
first (1st) full paragraph of Section 2.3.2 is hereby amended
to read as follows:




     Except as set forth in Section 2.3.1, Grantee shall not challenge
any increases in Adjusted Compensation up to and including four percent
(4%) of Grantee’s Total Gross Billings. If the amount of proposed
Adjusted Compensation exceeds four percent (4%) of Grantee’s Total Gross
Billings, and if Grantee shall in faith maintain that the amount of any
Adjusted Compensation in excess of such four percent (4%) proposed by the
City pursuant to Section 2.3.1 is excessive or unreasonable, given the
value of the privileges granted to Grantee pursuant to this Agreement,
Grantee shall enter into negotiations with the City as expeditiously as
possible to reach an agreement as to Adjusted Compensation prior to the
applicable Adjustment Date. In the event that an agreement as to
proposed Adjusted Compensation over four percent (4%) of Total Gross
Billings is not reached within ninety (90) days, Grantee shall have the
right to make a demand for arbitration in writing to the City within
thirty (30) days after such Adjustment Date. If no such demand is timely
made, the proposed Adjusted Compensation shall become effective,
retroactively from the proposed Adjustment Date. In the event of a
timely demand for arbitration, the City and Grantee shall each appoint an
arbitrator and a third (3rd) arbitrator shall be
appointed by the arbitrators so appointed. Each arbitrator shall have at
least five (5) years of experience in the field of rights-of-way or land
valuation. Pursuant to the then current rules of the American
Arbitration Association, or any successor organization, an arbitration
shall held be as expeditiously as possible.



     Section 8. As of the date of transfer of Plant 4 to Northwind, the
(Sub)Exhibit 1 will be deemed superseded and replaced by Amended (Sub)Exhibit
1, subject in all cases to the completion of all conditions for such transfer
set forth in the ordinance.



8









 





     Section 9. As of the Effective Date of this Fifteenth Amendment, pursuant
to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current
Agreement is hereby amended in its entirety to read as follows:



     “Section 5.1 General Compensation.




	 	 	Grantee agrees to pay or cause to be paid to the City as General
Compensation during each Compensation Year for the use of the Public Ways
throughout the duration of this Agreement (subject to the City’s rights
of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum
equal to the General Compensation as set forth below: the General
Compensation during the Compensation Year ending December 31, 1995 shall
be the greater of Fifty Thousand Dollars ($50,000) or two percent (2%) of
Grantee’s Total Gross Billings. The General Compensation during the
Compensation Year ending December 31, 1996 shall be the greater of One
Hundred Forty Thousand Dollars ($140,000) or two percent (2%) of
Grantee’s Total Gross Billings. The General Compensation during the
Compensation Year ending December 31, 1997 shall be the greater of Three
Hundred Twenty Thousand Dollars ($320,000) or two percent (2%) of
Grantee’s Total Gross Billings. For the 1998 Compensation Year, the
General Compensation fees shall be the greater of Three Hundred Twenty
Thousand Dollars ($320,000) or two percent (2%) of Total Gross Billings.
For the 1999 Compensation Year, the General Compensation shall be the
greater of Four Hundred Fifty-Six Thousand Dollars ($456,000) (including
an increase in the minimum monthly fixed fee from Thirty-three Thousand
Eight Hundred Thirty-three and 33/100 Dollars ($33,833.33) to Forty
Thousand Dollars ($40,000) commencing on May 1, 1999) or two percent (2%)
of Total Gross Billings (including for 1999 and all future Compensation
Years amounts generated by the Fourth Plant). For the 2000 Compensation
Year, the General Compensation shall be the greater of Four Hundred
Eighty Thousand Dollars ($480,000) or three percent (3%) of Total Gross
Billings. For each Compensation Year beginning with the 2001
Compensation Year, the General Compensation fee shall be three percent
(3%) of Total Gross Billings; but in no case shall the General
Compensation for any Compensation Year beginning with 2001 be less than
Four Hundred Eighty Thousand Dollars ($480,000). Each rate of
compensation in the Compensation Years beginning with 2001 shall be
adjusted for the rate of inflation during the preceding Compensation Year
pursuant to the Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the City’s right
of adjustment set forth in Section 2.3 and Section 7.12 hereof, as
applicable.”





     Section 10. Grantee will cause to be performed energy efficiency audits
(“Energy Audits”) at facilities owned by members of the Chicago Power Alliance
(the City, the Chicago Transit Authority, the School Board, the Chicago Park
District and the City Colleges of Chicago), as directed by the City’s
Commissioner of the Department of Environment in accordance with specifications
to be developed by said Commissioner and reasonably agreed to by Grantee by no
later than March 30, 2000. Grantee will cause five (5) Energy Audits to be
performed (maximum of one hundred fifty thousand (150,000) square feet total)
in each of the next five (5) years (maximum total of seven hundred fifty
thousand (750,000) square feet total), beginning in the year 2000. Energy
Audits are to be performed by qualified engineering firm(s) agreed upon by both
parties. The Commissioner of the City’s Department of Environment shall



9









 




notify
Grantee by no later than March 30 in each year which buildings shall be subject
to the Energy Audits during such year.




     Section 11. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal, financial
or economic interest directly or indirectly in this Fifteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Fifteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



     Section 12. Neither the Grantee nor its contractors shall be in
violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In
connection herewith, the Grantee has executed the applicable Certification
required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar
Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1, et seq. (1994
State Bar Edition).



     Section 13. It shall be the duty of the Grantee, all contractors, all
consultants and all officers, directors, agents, partners and employees of the
Grantee to cooperate with the Inspector General in any investigation or hearing
undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all
its contractors of the provision and require understanding and compliance
herewith.



     Section 14. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 15. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 16. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the discretion of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any with whom the elected official has a business relationship, or to
participate in any discussion in any City Council committee hearing or in any
City Council meeting or to vote in any discussion in any City Council meeting
hearing or in any City Council meeting or to vote on any matter involving the
person with whom an elected official has a business relationship. Violation of
Section 2-156-030(b) by any elected official with respect to this Fifteenth
Amendment shall be grounds for termination of the Current Agreement and this



10









 




Fifteenth Amendment. The term business relationship is defined as set forth in
Section 2-156-080 of the Municipal Code of Chicago.




     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of Two Thousand Five Hundred Dollars ($2,500) or more in a calendar
year; provided, however, a financial interest shall not include: (i) any
ownership through purchase at fair market value or inheritance of less than one
percent (1%) of the share of a corporation, or any corporate subsidiary, parent
of affiliate thereof, regardless of the value of or dividends of such shares,
if such shares are registered on a securities exchange pursuant to the
Securities Exchange Act of 1934, as amended; (ii) the authorized compensation
paid to an official or employee for his or her employment; (iii) any economic
benefit provided equally to all residents of the city; (iv) a time or demand
deposit in a financial institution; or (v) an endowment or insurance policy or
annuity contract purchased from an insurance company. A “contractual or other
private business dealing” shall not include any employment relationship of an
official’s spouse with an entity when such spouse has no discretion concerning
or input relating to the relationship between that entity and the city.



     Section 17. Except as expressly modified in this Fifteenth Amendment, all
other terms, covenants and conditions in the Current Agreement (including
(sub)exhibits and attachments) remain unchanged and all affidavits,
certificates and representations in the Current Agreement (including (sub)
exhibits and attachments) are deemed reaffirmed as if made as of the date
hereof.



[Balance of page intentionally left blank.]




11









 








     In Witness Whereof, The City has caused this Fifteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	[Seal]	 	City of Chicago
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	City Clerk

	 	 	 	Title:
	 	Commissioner of the
	

	 	 	 	 	 	Department of
	

	 	 	 	 	 	Environment
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 	Director of the
	

	 	 	 	 	 	Department of
	

	 	 	 	 	 	Revenue
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 	Commissioner of the
	

	 	 	 	 	 	Department of
	

	 	 	 	 	 	Transportation
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Assistant Corporation
	 	 	 	 	 	 
	Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attest:	 	Unicom Thermal Technologies, Inc.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	
	 	 	 	

	

	 	 	 	Title:
	 	President







12









 






     Amended (Sub)Exhibits 1 and (Sub)Exhibit 7 referred to in this Fifteenth
Amendment to the District Cooling System Use Agreement with Unicom Thermal
Technologies, Inc. read as follows:



Amended (Sub)Exhibit 1.

(To Fifteenth Amendment To District Cooling System Use

Agreement With Unicom Thermal Technology, Inc.)




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant Number 1:

	 	Northeast corner of South
State Street and East Adams
Street.
	 
	 	 
	Distribution Piping:

	 	In South LaSalle Street
proceeding for two hundred
(200) feet north, more or
less, from the intersection
of West Adams Street. In
Dearborn Street from West
Adams Street to West Lake
Street including the
portions of the Dearborn
Street/Madison Street
intersection. In Adams
Street from South LaSalle
Street to South Michigan
Avenue. In West Madison
Street, from West Dearborn
Street to the north/south
public alley which lies one
hundred twenty (120) feet
west of the west
right-of-way line of State
Street and in said alley
from Madison Street to
Monroe Street. In City
property at the northwest
corner of West Carroll
Avenue and North Dearborn
Street.
	 
	 	 
	Production Plant Number 2:

	 	Northwest corner of South
Franklin Street and West
Congress Parkway.
	 
	 	 
	Distribution Piping:

	 	In West Van Buren Street,
from South Wacker Drive to
South Franklin Street. In
West Franklin Street, from
West Van Buren Street to
West Randolph Street. In
West Jackson Boulevard,
from South Franklin Street
to South Dearborn Street.
In the Jackson Boulevard/Dearborn
Street
intersection and in South
Dearborn Street, from such
intersection to one hundred
(100) feet south of such
intersection. In North
LaSalle Street, from West
Wacker Drive to







13









 






	 	 	 
	

	 	West Van
Buren Street. In West
Washington Boulevard, from
North LaSalle Street to
approximately three hundred
(300) feet west of North
Franklin Street. In the
Washington Street trolley
tunnel, from three hundred
(300) feet west of North
Franklin Street to East
North Water Street. On
City property consisting of
viaducts and/or bridge
facilities located between
Canal Street and the south
branch of the Chicago River
in the following locations: West Washington Boulevard
and West Monroe Street. In
West Monroe Street, from
Dearborn Street to Clark
Street.
	 
	 	 
	Production Plant Number 3:

	 	Northeast corner of East
Randolph Street and North
Columbus Drive (located in
the Blue Cross/Blue Shield
Building).
	 
	 	 
	Distribution Piping:

	 	In North Columbus Drive,
from East Randolph Street
to East South Water Street.
In East South Water
Street, from North Columbus
Drive to North Garland
Court. In North Garland
Court, from East Lake
Street to approximately
three hundred (300) feet
north of East Wacker Drive.
In Lake Street, from North
Garland Court to North
LaSalle Street.
	 
	 	 
	

	 	In the LaSalle Street
trolley tunnel, from West
Lake Street to
approximately fifty (50)
feet north of West Carroll
Avenue. In West Carroll
Avenue, from the westerly
right-of-way line of North
Wells Street to North Clark
Street, and in addition,
the North Clark Street/West
Carroll Avenue and North
Dearborn Street/West
Carroll Avenue
intersections. To the
extent of City property
interests therein, in the
lower West Carroll Avenue
access driveway (but only
to the extent permitted by
and consistent with City
property interest therein)
extending from the south
line of West Kinzie Street
beginning at a point
eighty-eight (88) feet east
of North Dearborn Street
for a distance of
approximately ninety-eight
(98) feet south and thence
generally in a
southwesterly direction for
approximately one hundred
fifty-one (151) feet to the
intersection of lower West
Carroll Avenue and North
Dearborn Street. In West
Kinzie Street, from
seventy-five (75) feet east
of North Dearborn Street to
seventy-five (75) feet east
of North State Street. In
North LaSalle Street, from
West Carroll Avenue to
approximately fifty (50)
feet







14









 






	 	 	 
	

	 	north of West Carroll
Avenue. Across and under
West Kinzie Street, from
the Merchandise Mart to the
building commonly known as
400 North Franklin Street,
for piping with a maximum
trench-width of six (6)
feet to be located west of
the North Franklin
Street/West Kinzie Street
intersection and east of
the North Orleans
Street/West Kinzie Street
intersection. Across and
under North Orleans Street,
from the Merchandise Mart
to the Apparel Center, for
piping with a maximum
trench-width of six (6)
feet to be located south of
the West Kinzie
Street/North Orleans Street
intersection and north of
the Chicago River.
	 
	 	 
	

	 	In a portion of West Kinzie
Street, from seventy-five
(75) feet east of North
Dearborn Street to North
Dearborn Street. In North
Dearborn Street, from West
Kinzie Street to West
Ontario Street. In West
Ontario Street, from North
Dearborn Street to North
Wabash Avenue. In North
Wabash Avenue, from East
Grand Avenue to East Erie
Street. In East Erie
Street, from North Wabash
Avenue to North Rush
Street. In East Grand
Avenue, from North Wabash
Avenue to twenty-five (25)
feet east of North Michigan
Avenue. In North Rush
Street, from East Erie
Street to East Superior
Street.
	 
	 	 
	

	 	In North Garland Court,
from East Lake Street to
East Benton Place. In East
Benton Place, from North
Garland Court to North
Wabash Avenue.
	 
	 	 
	Production Plant Number 4:*

	 	North Orleans Street on the
west, North Wells Street on
the east, West Kinzie
Street on the north, and
the Chicago River on the
south (located in the
Merchandise Mart building).
	 
	 	 
	Distribution
Piping

Plant Number 4:

	 	In West Washington
Boulevard, from North
Dearborn Street to North
State Street. Under the
North Orleans Street
viaduct, from Grantee’s
existing piping (north of
the Chicago River) to East
Kinzie Street. In East
Kinzie Street, from the
East Kinzie Street/North
Orleans Street intersection
west to the north/south
public alley west of North
Orleans Street; north in
said north/south public
alley to the













	*	 	Plant Number 4 is anticipated to be transferred to Northwind Chicago L.L.C.
as an Affiliated Plant.




15









 










	 	 	 
	 
	 	east/west
public alley. From said
east/west public alley west
to a point two hundred
twenty and zero-tenths
(220.0) feet west of North
Orleans Street. In North
State Street, from Lake
Street to Randolph Street.







     This (sub)exhibit is subject to amendment pursuant to the provisions of
Section 7.1.2 of the Agreement (including City Council authorization and
Departmental approvals) to incorporate new Approved Plants and Additional
Distribution Facilities and subject to amendment pursuant to the provisions of
Section 7.1.1 of the Agreement (including Departmental approvals) to amend the
locations of the Distribution Facilities based on changes in construction
conditions. All amendments requiring changes in location not based on
construction conditions shall require City Council authorization.



(Sub)Exhibit 7.

(To Fifteenth Amendment To District Cooling System Use

Agreement With Unicom Thermal Technology, Inc.)




     Basic Terms for Consent and Assumption Agreement for Transfer of Plant 4
(“Consent Agreement”):



	 	 	 
	Description of Transfer:

	 	U.T.T., an Illinois corporation (“U.T.T.”)
will transfer one hundred percent (100%) of
its ownership rights to the District Cooling
Plant located in the Merchandise Mart (known
as “Plant 4”) to Northwind Chicago, L.L.C.
(“Northwind”) a Delaware limited liability
corporation. Both U.T.T. and Northwind are
one hundred percent (100%) subsidiaries of UT
Holdings.
	 
	 	 
	Compensation:

	 	U.T.T. shall include within Total Gross
Billings for purposes of General Compensation
under the Current Agreement all billing
derived from or inputed to Plant 4. U.T.T.
shall provide or cause to be provided as part
of its annual audit under the Current
Agreement information regarding Plant 4’s
Total Gross Billings which is comparable to
the information required to be provided by
U.T.T. under the Current Agreement as to its
System.
	 
	 	 
	Insurance, Letter of Credit:

	 	Northwind shall provide the City with
insurance and security instruments regarding
Plant 4 which are comparable in levels and
scope of coverage to the insurance and
security provided the City by







16









 






	 	 	 
	

	 	U.T.T. under
the Current Agreement. The City shall be
added as an additional insured to all
appropriate insurance policies.
	 
	 	 
	Other Provisions:

	 	M.B.E./W.B.E., Chicago residency and other
standard City practices applicable to Plant 4
and to U.T.T.’s activities in relation
thereto shall be agreed to and assumed by
Northwind.
	 
	 	 
	Guarantee:

	 	UT Holdings or another authorized party
acceptable to the Commissioners shall
guarantee performance by Northwind of its
obligations under the Current Agreement.
	 
	 	 
	Term:

	 	Same as Current Agreement.







17









 






Exhibit “B”.

(To Ordinance)




     Basic Terms for Consent and Assumption Agreement for Transfer of Plant 4
(“Consent Agreement”).



	 	 	 
	Description of Transfer:

	 	U.T.T., an Illinois corporation (“U.T.T.”)
will transfer one hundred percent (100%) of
its ownership rights to the District Cooling
Plant located in the Merchandise Mart (known
as “Plant 4”) to Northwind Chicago, L.L.C.
(“Northwind”) a Delaware limited liability
corporation. Both U.T.T. and Northwind are
one hundred percent (100%) subsidiaries of UT
Holdings.
	 
	 	 
	Compensation:

	 	U.T.T. shall include within Total Gross
Billings for purposes of General Compensation
under the Current Agreement all billing
derived from or inputed to Plant 4. U.T.T.
shall provide or cause to be provided as part
of its annual audit under the Current
Agreement information regarding Plant 4’s
Total Gross Billings which is comparable to
the information required to be provided by
U.T.T. under the Current Agreement as to its
System.
	 
	 	 
	Insurance Letter of Credit:

	 	Northwind shall provide the City with
insurance and security instruments regarding
Plant 4 which are comparable in levels and
scope of coverage to the insurance and
security provided the City by U.T.T. under the
Current Agreement. The City shall be added as
an additional insured to all appropriate
insurance policies.
	 
	 	 
	Other Provisions:

	 	M.B.E./W.B.E., Chicago residency and other
standard City practices applicable to Plant 4
and to U.T.T.’s activities in relation thereto
shall be agreed to and assumed by Northwind.
	 
	 	 
	Guarantee:

	 	UT Holdings or another authorized party
acceptable to the Commissioners shall
guarantee performance by Northwind of its
obligations under the Current Agreement.
	 
	 	 
	Term:

	 	Same as Current Agreement.







18









 





     This Sixteenth Amendment to District Cooling System Use Agreement (the
“Sixteenth Amendment”), dated as of March 15, 2000 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned
subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom
Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee intends to construct, install, operate and maintain a new
chilling plant and/or production plant to be located at the Hardford Plaza
Building, 150 South Wacker Drive (the “Fifth Plant”) which once installed and
operational is anticipated to increase capacity of Grantee’s System (including
all Affiliated Plants) from an existing capacity of 98,986 tons/hour to a
maximum capacity of 101,986 tons/hour (the “Fifth Plant”); and



     WHEREAS, the Grantee also desires to install additional distribution
pipeline equipment, conduits, fixtures and other instrumentalities and
appurtenances to be used exclusively in the provision of District Cooling
Services and to be located in the City’s public ways in the following: (i) in
a portion of West Adams Street from Franklin Street to a point 100 feet west of
Lower Wacker Drive; (ii) in a portion of East Randolph Street from Columbus
Drive



 









 







to Michigan Avenue; (iii) in a portion of Jackson Boulevard from Dearborn
Street to 150 feet east of State Street; (collectively the “Additional
Distribution Facilities”); and



     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to Plant 5 and the
Current Agreement (the “Current Exhibits”) to include the Additional
Distribution Facilities, as further described and depicted in Amended Exhibits
1 and 2, each as attached to this Sixteenth Amendment (collectively, the
“Amended Exhibits”); and



     WHEREAS, the City Council of the City on February 16, 2000, approved
execution of an Sixteenth Amendment to the Current Agreement in substantially
the form of this Sixteenth Amendment, including the Amended Exhibits (the
“Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, subject to the terms and conditions set forth below;



     NOW, THEREFORE,




     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Sixteenth Amendment by reference as though fully set forth herein.
The capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



     Section 2. As of the Effective Date of this Sixteenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits, subject in all cases to the conditions set forth in Section 3
of this Amendment. The inclusion of the Fifth Plant in the System is deemed
approved; subject, however to (1) obtaining and acting pursuant to any and all
City permits required in connection therewith and (2) to obtaining prior to
commencement of any work all necessary consents and property rights, if
applicable, of private property owners, if applicable, to such construction,
installation, operation and maintenance. Exhibits to the Current Agreement not
amended by the Amended Exhibits remain the same.



     Section 3. As of the Effective Date of this Sixteenth Amendment, pursuant
to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current
Agreement is hereby amended in its entirety to read as follows:



2









 






“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each
Compensation year for the use of the Public Ways throughout the duration
of this Agreement (subject to the City’s rights of adjustment set forth
in Section 2.3 and Section 7.12 hereof) a sum equal to the General
Compensation as set forth below: The General Compensation during the
Compensation Year ending December 31, 1995 shall be the greater of
$50,000 or two percent (2%) of Grantee’s Total Gross Billings. The
General Compensation during the Compensation Year ending December 31,
1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s
Total Gross Billings. The General Compensation during the Compensation
Year ending December 31, 1997 shall be the greater of $320,000 or two
percent (2%) of Grantee’s Total Gross Billings (including for 1997 and
all future Compensation Years amounts generated by the Third Plant). For
the 1998 Compensation Year, the General Compensation fees shall be the
greater of $320,000, or 2% of Total Gross Billings. For the 1999
Compensation Year, the General Compensation shall be the greater of
$456,000 (including an increase in the minimum monthly fee from
$38,833.33 to $40,000,000 commencing on May 1, 1999) or two percent (2%)
of Total Gross Billings (including for 1999 and all future Compensation
Years amounts generated by the Fourth Plant (whether owned by Grantee or
an Affiliate). For each Compensation Year beginning with the 2000
Compensation Year, the General Compensation fee shall be the greater of
$495,000 or three percent (3%) of Total Gross Billings; but in no case
shall the General Compensation for any Compensation Year beginning with
2001 be less than $495,000. Each rate of compensation in the
Compensation Years beginning with 2001 shall be adjusted for the rate of
inflation during the preceding Compensation Year



3









 






pursuant to the Consumer Price Index for Urban Affairs. All rates of
compensation set forth in this paragraph are subject to the City’s right
of adjustment set forth in Section 2.3 and Section 7.12 hereof, as
applicable.”



     Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Sixteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Thirteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



     Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.



     Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



4









 





     Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the discretion of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any person with whom the elected official has a business
relationship, or to participate in any discussion in any city council committee
hearing or in any city council meeting or to vote in any discussion in any city
council meeting hearing or in any city council meeting or to vote on any matter
involving the person with whom an elected official has a business relationship.
Violation of Section 2-156-030(b) by any elected official with respect to this
Sixteenth Amendment shall be grounds for termination of the Current Agreement
and this Sixteenth Amendment. The term business relationship is defined as set
forth in Section 2-156-080 of the Municipal Code of Chicago.



     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate subsidiary, parent of affiliate thereof, regardless of the value
of or dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the city.



5









 





     Section 10. Except as expressly modified in this Sixteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



6









 





     IN WITNESS WHEREOF, the City has caused this Sixteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.









	 	 	 	 	 	 	 	 	 	 	 
	(SEAL)	 	 	 	CITY OF CHICAGO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ James J. Laski

	 	 	 	By:	 	/s/ [ILLEGIBLE]	 	 	 	 
	
 	 	 	 	 	 	
	 	 
	City Clerk

	 	 	 	 	 	Title:
	 	Commissioner of the

Department of Environment	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]	 	 	 	 
	 	 	 	 	 	 	
	 	 
	

	 	 	 	 	 	Title:
	 	Director of the Department

of Revenue	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	By:	 	/s/ [ILLEGIBLE]	 	 	 	 
	 	 	 	 	 	 	
	 	 
	

	 	 	 	 	 	Title:
	 	Commissioner of the

Department of Transportation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 	 	 	 
	

Assistant Corporation Counsel
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	UNICOM THERMAL TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:	 	/s/ [ILLEGIBLE]	 	 	 	 
	
	 	 	 	 	 	

	

	 	 	 	 	 	Title:
	 	President	 	 











 









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East Adams
Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north, more
or less, from the intersection of West Adams Street.
In Dearborn Street from Adams Street to Lake Street
including the portions of the Dearborn Street/Madison
Street intersection. In Adams Street from LaSalle
Street to Michigan Avenue. In Madison Street, from
Dearborn Street to the north/south public alley which
lies 120 feet west of the west right-of-way line of
State Street and in said alley from Madison Street to
Monroe Street. In City property at the northwest
corner of Carroll Avenue and Dearborn Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Randolph Street. In Jackson Boulevard from Franklin
Street to 150 feet East of State Street. In the
Jackson Boulevard/Dearborn Street intersection and in
Dearborn Street from such intersection to 100 feet
south of such intersection. In LaSalle Street, from
West Wacker Drive to Van Buren Street. In Washington
Boulevard, from LaSalle Street to approximately 300
feet west of Franklin Street. In the Washington
Street Trolley Tunnel from 300 feet west of Franklin
Street to North Water Street. On City property
consisting of viaducts and/or bridge facilities
located between Canal Street and the South Branch of
the Chicago River in the following locations: West
Washington Boulevard and West Monroe Street. In
Monroe Street, from Dearborn Street to Clark Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield Building).







 









 






	 	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court from Lake
Street to approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court to LaSalle
Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of West
Carroll Avenue. In West Carroll Avenue, from the
westerly right of way line of Wells Street to
Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn Street/Carroll
Avenue intersections. To the extent of City
property interests therein, in the lower Carroll
Avenue access driveway (but only to the extent
permitted by and consistent with City property
interest therein) extending from the south line
of West Kinzie Street beginning at a point 88
feet east of North Dearborn Street for a distance
of approximately 98 feet south and thence
generally in a southwesterly direction for
approximately 151 feet to the intersection of
lower Carroll Avenue and North Dearborn Street.
In Kinzie Street from 75 feet east of Dearborn
Street to 75 feet east of State Street. In
LaSalle Street from West Carroll Avenue to
approximately 50 feet north of West Carroll
Avenue. Across and under Kinzie Street from the
Merchandise Mart to the building commonly known
as 400 N. Franklin Street for piping with a
maximum trench-width of six (6) feet to be
located west of the Franklin Street/ Kinzie
Street intersection and east of the Orleans
Street/Kinzie Street intersection. Across and
under Orleans Street from the Merchandise Mart to
the Apparel Center for piping with a maximum
trench-width of six (6) feet to be located south
of the Kinzie Street/Orleans Street intersection
and north of the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet east
of Dearborn to Dearborn Street. In Dearborn
Street from Kinzie Street to Ontario Street. In
Ontario Street from Dearborn Street to Wabash
Avenue. In Wabash Avenue from Grand Avenue to
Erie Street. In Erie Street from Wabash Avenue
to Rush Street. In Grand Avenue from Wabash
Avenue to 25 feet east of Michigan Avenue. In
Rush Street from Erie Street to Superior Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton
Place. In Benton Place from Garland Court to
Wabash Avenue. In Randolph Street from Columbus
Drive to and including Michigan Avenue.







 









 






	 	 	 
	Production Plant #4:*

	 	North Orleans Street on the west, North Wells Street on
the east, West Kinzie Street on the north, and the Chicago River on the
south (located in the Merchandise Mart building).
	 
	 	 
	*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant
	 
	 	 
	Distribution Piping:

Plant #4

	 	In Washington Boulevard from Dearborn
Street to State Street. Under the Orleans Street viaduct from Grantee’s
existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street
from the Kinzie Street/Orleans Street intersection west to the north-south
public alley west of Orleans Street; north in said north-south public alley to
the east-west public alley. From said east-west public alley west to a point
220.0 feet west of North Orleans Street. In State Street from Lake Street to
Randolph Street.
	 
	 	 
	Production Plant #5:

	 	Northwest corner of South Wacker Drive and West Adams Street (located in the
Hartford Plaza Building), 150 South Wacker Drive.
	 
	 	 
	Distribution Piping:

Plant #5

	 	In West Adams Street from Franklin Street to a point 100
feet West of Lower Wacker Drive.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



 









 





“EXHIBIT 2”









 









 








	 	 	 
	Exhibit 3A -

	 	Not included (previous Ordinance)
	Exhibit 3B -

	 	Not included (previous Ordinance)
	Exhibit 3C -

	 	Not included (previous Ordinance)
	Exhibit 4 -

	 	Not included (previous Ordinance)
	Exhibit 5 -

	 	Not included (previous Ordinance)
	Exhibit 6 -

	 	Not included (previous Ordinance)
	Exhibit 7 -

	 	Not included (previous Ordinance)








 










 






     This Seventeenth Amendment to District Cooling System Use Agreement (the
“Seventeenth Amendment”), dated as of June 1, 2000 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned
subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom
Corporation.



W I T N E S S E T H:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994 (the “Original
Agreement”), as heretofore amended (the “Current Agreement”), which grants to
the Grantee the non-exclusive right to use certain public ways of the City to
construct, operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances to
be used exclusively in the provision of District Cooling Services and to be
located in the City’s public ways in the following segments: (i) in a portion
of North Kingsbury Street from West Hubbard Street to West Chicago Avenue to
and including the North Kingsbury Street/West Chicago Avenue intersection; (ii)
in a portion of West Chicago Avenue from North Kingsbury Street to North
Larrabee Street; (iii) in a portion of West Hubbard Street from North Kingsbury
Street to the north/south alley immediately east of North Kingsbury Street; and
(iv) in a portion of said north/south alley east of North Kingsberry Street
from West Hubbard Street to the existing piping in the east-west public alley
south of West Hubbard Street; (collectively the “Additional Distribution
Facilities”); and



 









 





     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Seventeenth Amendment (collectively, the “Amended
Exhibits”); and



     WHEREAS, the City Council of the City on May 17, 2000, adopted an
ordinance authorizing and approving execution of an Seventeenth Amendment to
the Current Agreement in substantially the form of this Seventeenth Amendment,
including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, including the Current Exhibits, subject to the terms and conditions
set forth below;



     NOW, THEREFORE,




     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made
a part of this Seventeenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



     Section 2. As of the Effective Date of this Seventeenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits. Exhibits to the Current Agreement not amended by the Amended
Exhibits remain the same.



     Section 3. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Seventeenth Amendment or
any contract or subcontract resulting therefrom or in the privileges to be
granted hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Seventeenth Amendment by or on behalf of any contractors
to the Grantee or higher tier subcontractors or anyone associated therewith, as
an inducement for the award of contracts, subcontracts or



2









 




orders. Any
agreement entered into, negotiated or performed in violation of any of the
provisions of said Chapter 2-156 shall be voidable as to the City.








     Section 4. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar
Edition).







     Section 5. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



     Section 6. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee.



     Section 7. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the discretion of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any person with whom the elected official has a business
relationship, or to participate in any discussion in any city council committee
hearing or in any city council meeting or to vote in any discussion in any city
council meeting hearing or in any city council meeting or to vote on any matter
involving the person with whom an elected official has a business relationship.
Violation of Section 2-156-030(b) by any elected official



3









 




with respect to this
Seventeenth Amendment shall be grounds for termination of the Current Agreement
and this Seventeenth Amendment. The term business relationship is defined as
set forth in Section 2-156-080 of the Municipal Code of Chicago.




     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate subsidiary, parent of affiliate thereof, regardless of the value
of or dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the city.



     Section 9. Except as expressly modified in this Seventeenth Amendment,
all other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



4









 





     IN WITNESS WHEREOF, the City has caused this Seventeenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 

	


	/s/
James J. Laski

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	 	 	 	
	 	 
	City Clerk

	 	Title: Commissioner of the
	

	 	
           Department of Environment
	


	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	 	 	
	 	 
	

	 	Title: Director of the Department
	 

	 	
           of Revenue
	 
	 	 	 	 	 	 
	


	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	 	 	
	 	 
	

	 	Title: Commissioner of the
	

	 	
           Department of Transportation
	


	 
	 	 	 	 	 	 
	


	Reviewed as to form
and legality:
	 	 	 	 	 	 
	/s/
[ILLEGIBLE]
						
	
	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 
	


	 
	 	 	 	 	 	 
	


	ATTEST:	 	UNICOM THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	/s/
[ILLEGIBLE]

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	 	 	 	
	 	 
	Director

	 	Title: V.P. and General Manager
	


	 
	 	 	 	 	 	 
	Exhibit A 17th Amend.wpd
	 	 	 	 	 	 







5









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and
East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Lake Street including the
portions of the Dearborn Street/Madison
Street intersection. In Adams Street from
LaSalle Street to Michigan Avenue. In
Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet
west of the west right-of-way line of State
Street and in said alley from Madison Street
to Monroe Street. In City property at the
northwest corner of Carroll Avenue and
Dearborn Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and
West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from Van
Buren Street to Randolph Street. In Jackson
Boulevard from Franklin Street to 150 feet
East of State Street. In the Jackson
Boulevard/Dearborn Street intersection and in
Dearborn Street from such intersection to 100
feet south of such intersection. In LaSalle
Street, from West Wacker Drive to Van Buren
Street. In Washington Boulevard, from
LaSalle Street to approximately 300 feet west
of Franklin Street. In the Washington Street
Trolley Tunnel from 300 feet west of Franklin
Street to North Water Street. On City
property consisting of viaducts and/or bridge
facilities located between Canal Street and
the South Branch of the Chicago River in the
following locations: West Washington
Boulevard and West Monroe Street. In Monroe
Street, from Dearborn Street to Clark Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus
Drive (located in the Blue Cross/Blue Shield
Building).







 









 






	 	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to
South Water Street. In South Water Street,
from Columbus Drive to Garland Court. In
Garland Court from Lake Street to
approximately 300 feet north of Wacker Drive.
In Lake Street, from Garland Court to
LaSalle Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of West
Carroll Avenue. In West Carroll Avenue, from
the westerly right of way line of Wells
Street to Clark Street, and in addition, the
Clark Street/Carroll Avenue and Dearborn
Street/Carroll Avenue intersections. To the
extent of City property interests therein, in
the lower Carroll Avenue access driveway (but
only to the extent permitted by and
consistent with City property interest
therein) extending from the south line of
West Kinzie Street beginning at a point 88
feet east of North Dearborn Street for a
distance of approximately 98 feet south and
thence generally in a southwesterly direction
for approximately 151 feet to the
intersection of lower Carroll Avenue and
North Dearborn Street. In Kinzie Street from
75 feet east of Dearborn Street to 75 feet
east of State Street. In LaSalle Street from
West Carroll Avenue to approximately 50 feet
north of West Carroll Avenue. Across and
under Kinzie Street from the Merchandise Mart
to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located
west of the Franklin Street/Kinzie Street
intersection and east of the Orleans
Street/Kinzie Street intersection. Across
and under Orleans Street from the Merchandise
Mart to the Apparel Center for piping with a
maximum trench-width of six (6) feet to be
located south of the Kinzie Street/Orleans
Street intersection and north of the Chicago
River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet
east of Dearborn to Dearborn Street. In
Dearborn Street from Kinzie Street to Ontario
Street. In Ontario Street from Dearborn
Street to Wabash Avenue. In Wabash Avenue
from Grand Avenue to Erie Street. In Erie
Street from Wabash Avenue to Rush Street. In
Grand Avenue from Wabash Avenue to 25 feet
east of Michigan Avenue. In Rush Street from
Erie Street to Superior Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton
Place. In Benton Place from Garland Court to
Wabash Avenue. In Randolph Street from
Columbus Drive to and including







2









 






	 	 	 
	

	 	Michigan Avenue.
	 
	 	 
	Production Plant #4:*

	 	North Orleans Street on the west, North Wells
Street on the east, West Kinzie Street on the
north, and the Chicago River on the south
(located in the Merchandise Mart building).







*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant




	 	 	 
	



	Distribution Piping:

Plant #4

	 	In Washington Boulevard from Dearborn Street
to State Street. Under the Orleans Street
viaduct from Grantee’s existing piping (north
of the Chicago River) to Kinzie Street. In
Kinzie Street from the Kinzie Street/Orleans
Street intersection west to the north-south
public alley west of Orleans Street; north in
said north-south public alley to the
east-west public alley. In said east-west
public alley west to a point 220.0 feet west
of North Orleans Street. In the north-south
alley east of Kingsbury Street from Hubbard
Street to the existing piping in the
east-west alley south of Hubbard Street. In
Hubbard Street from Kingsbury Street to the
north/south public alley immediately east of
Kingsbury Street. In Kingsbury Street from
Hubbard Street to Chicago Avenue up to and
including the intersection of Kingsbury
Street and Chicago Avenue. In Chicago Avenue
from Kingsbury Street to Larrabee Street. In
State Street from Lake Street to Randolph
Street.
	



	 
	 	 
	Production Plant #5:

	 	Northwest corner of South Wacker Drive and
West Adams Street (located in the Hartford
Plaza Building), 150 South Wacker Drive.
	 
	 	 
	Distribution Piping:

Plant #5

	 	In West Adams Street from Franklin Street to
a point 100 feet West of Lower Wacker Drive.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions. All
amendments requiring changes in location not based on construction conditions
shall require City Council authorization.



3









 








Exhibit 2






 









 








     Exhibit 3A – Not included (previous Ordinance)



     Exhibit 3B – Not included (previous Ordinance)



     Exhibit 3C – Not included (previous Ordinance)



     Exhibit 4 – Not included (previous Ordinances)



     Exhibit 5 – Not included (previous Ordinances)



     Exhibit 6 – Not included (previous Ordinances)



2









 





ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Exelon Thermal Technologies, Inc. (formerly
Unicom Thermal Technologies and formerly before that Northwind, Inc., and
referred to herein as “Grantee”), which grants to Grantee the non-exclusive
right to use certain public ways of the City to construct, operate and maintain
a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



 









 





     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling Use Agreement” (the “Ninth Amendment”); and



2









 





     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment” to District
Cooling Use Agreement (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment” to
District Cooling Use Agreement (the “Eleventh Amendment”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, on the 29th day of April, 1998, the City Council adopted an
Ordinance authorizing the City to enter into a “Twelfth Amendment” to District
Cooling Use Agreement (the “Twelfth Amendment); and



     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and



     WHEREAS, on the 7th day of October, 1998, the City Council adopted an
ordinance authorizing the City to enter into a “Thirteenth Amendment to
District Cooling System Use Agreement” (the “Thirteenth Amendment”); and



     WHEREAS, the Thirteenth Amendment is dated as of October 8, 1998; and



     WHEREAS, on the 21st day of April, 1999, the City Council adopted an
Ordinance authorizing the City to enter into a Fourteenth Amendment to District
Cooling Use Agreement (the “Fourteenth Amendment”); and



     WHEREAS, the Fourteenth Amendment is dated as of April 21, 1999; and



3









 





     WHEREAS, on February 16, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Fifteenth Amendment to District Cooling
System Use Agreement (the “Fifteenth Amendment”); and



     WHEREAS, the Fifteenth Amendment is dated as of March 1, 2000; and



     WHEREAS, on February 16, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Sixteenth Amendment to District Cooling
System Use Agreement (the “Sixteenth Amendment”); and



     WHEREAS, the Sixteenth Amendment is dated as of March 1, 2000; and



     WHEREAS, on May 17, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Seventeenth Amendment to District Cooling
Use Agreement (the “Seventeenth Amendment”, and with collectively the Original
Agreement and all Amendments prior to the Seventeenth Amendment as described
above, the “Current Agreement”); and



     WHEREAS, the Seventeenth Amendment is dated as June 1, 2000; and



     WHEREAS, the Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances to
be used exclusively in the provision of District Cooling Services to be located
in the City’s public way in the following segments (collectively, the
“Additional Distribution Facilities”); (i) in a portion of East Erie Street
from North Wabash Avenue to North State Street; (ii) in a portion of North
Wabash Avenue from East Erie Street to East Huron Street; (iii) in a portion of
East Grand Avenue from North Michigan Avenue to a point approximately one
hundred and fifty (150) feet east of North St. Clair Street; and (iv) in a
portion of North Franklin Street from West Randolph Street to West Lake Street;
and



4









 





     WHEREAS, the Grantee desires to amend Exhibit 1 and 2 to the Current
Amendment (the “Current Exhibits”) to include the Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Eighteenth Amendment (collectively, the “Amended
Exhibits”); and



     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2.



     NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:



     SECTION 1: The above recitals are expressly incorporated herein and made
a part of this ordinance by reference as though fully set forth herein.



     SECTION 2: Subject to the approval of the Corporation Counsel, as to form
and legality the Commissioner of the Department of the Environment, the
Commissioner of the Department of Transportation, and the Director of the
Department of Revenue (collectively, the “Commissioners”) are hereby authorized
to enter into and execute on behalf of the City, an Eighteenth Amendment to the
District Cooling System Use Agreement (the “Eighteenth Amendment”)
substantially in the form attached hereto as Exhibit A, subject to such changes
as shall be approved by the officials executing the same, their execution
constituting conclusive evidence of their approval and this City Council’s
approval of any such changes or revisions therein from the form of the
Eighteenth Amendment attached hereto (including, but not limited to reduction
or elimination of specific routes or locations herein authorized in the
interest of public safety or in the public interest); provided, however, that
no such change or revision may extend the Additional Distribution Facilities
or, reduce General Compensation paid to the City contrary to the provisions of
the Current Agreement as modified by the Eighteenth Amendment attached hereto
without further action of this City Council. Such officials may also negotiate
in



5









 




the Eighteenth Amendment such additional environmental terms and conditions
as shall be deemed desirable by the Commissioner of the City’s Department of
the Environment. In addition, such officials may also negotiate in the
Eighteenth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as shall be deemed desirable by the
City’s Risk Manager.



     Section 3. All ordinances, resolutions and agreements, or parts thereof,
in conflict with this ordinance are, to the extent of such conflict, hereby
repealed.



     Section 4. This Ordinance shall be in full force and effect upon its
passage and approval.




6









 








EXHIBIT A




     This Eighteenth Amendment to District Cooling System Use Agreement (the
“Eighteenth Amendment”), dated as of      
              , 2001 (the “Effective
Date”) by and between the City of Chicago, Illinois (the “City”), a home rule
unit and municipality under Article VII of the Constitution of the State of
Illinois, and Exelon Thermal Technologies, Inc., an Illinois corporation (the
“Grantee”), being a wholly-owned subsidiary of Exelon Holdings, Inc., being a
wholly-owned subsidiary of Exelon Enterprises Company, LLC., which is
wholly-owned subsidiary of Exelon Ventures Company, LLC., which is 100% owned
by Exelon Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have
entered into that certain District Cooling System Use Agreement dated as of
October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current
Agreement”), which grants to the Grantee (and its successors in interest) the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Grantee desires to install additional distribution pipeline
equipment, conduits, fixtures and other instrumentalities and appurtenances to
be used in the provision of



 









 




District Cooling Services and to be located in the
City’s public ways in the following segments: (i) in a portion of East Erie
Street from North Wabash Avenue to North State Street; (ii) in a portion of
North Wabash Avenue from East Erie Street to East Huron Street; (iii) in a
portion of East Grand Avenue from North Michigan Avenue to a point
approximately one hundred and fifty (150) feet east of North St. Clair Street
and (iv) in a portion of North Franklin Street from West Randolph Street to
West Lake Street; (collectively the “Additional Distribution Facilities”); and




     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include Additional Distribution
Facilities, as further described and depicted in Amended Exhibits 1 and 2, each
as attached to this Eighteenth Amendment (collectively, the “Amended
Exhibits”); and



     WHEREAS,
the City Council of the City on        
     , 2001, adopted an
ordinance authorizing and approving execution of an Eighteenth Amendment to the
Current Agreement in substantially the form of this Eighteenth Amendment,
including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, including the Current Exhibits, subject to terms and conditions set
forth below;



     NOW,
THEREFORE,

     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a
part of this Eighteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



2









 





     Section 2. As of the Effective Date of this Eighteenth Amendment, the
Current Exhibits are conditionally deemed superseded and replaced by the
Amended Exhibits. Exhibits to the Current Agreement not amended by the Amended
Exhibits remain the same.



     Section 3. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Eighteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Eighteenth Amendment by or on behalf of any contractors to
the Grantee or higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Charter 2-156 shall be voidable as to the City.



     Section 4. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).



     Section 5. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The



3









 




Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.




     Section 6. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee and its direct
and indirect corporate parents.



     Section 7. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland and
in accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the direction of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any person with whom the elected official has a business
relationship, or to participate in any discussion in any city council committee
hearing or in any city council meeting or to vote in any discussion in any city
council meeting hearing or in any city council meeting or to vote on any matter
involving the person with whom an elected official has a business relationship.
Violation of Section 2-156-030(b) by any elected official with respect to this
Eighteenth Amendment shall be grounds for termination of the Current Agreement
and this Eighteenth Amendment. The term business relationship is defined as
set forth in Section 2-156-080 of the Code.



4









 





     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate subsidiary, parent of affiliate thereof, regardless of the value
of or dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the City.



     Section 9. Except as expressly modified in this Eighteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



     IN WITNESS WHEREOF, the City has caused this Eighteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of



5









 




the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.




[Signature page follows]




6









 








	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	


	 	 	 	
	 	 
	City Clerk

	 	Title: Commissioner of the
	 

	 	            Department of Environment
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Title: Director of the
	

	 	            Department of Revenue
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Title: Commissioner of the
	

	 	            Department of Transportation
	 
	 	 	 	 	 	 
	Reviewed as to form
and legality:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 
	or Senior Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	EXELON THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	


	 	 	 	
	 	 
	

	 	Title: President







7









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and
East Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection
of West Adams Street. In Dearborn Street
from Adams Street to Lake Street including
the portions of the Dearborn Street/Madison
Street intersection. In Adams Street from
LaSalle Street to Michigan Avenue. In
Madison Street, from Dearborn Street to the
north/south public alley which lies 120 feet
west of the west right-of-way line of State
Street and in said alley from Madison Street
to Monroe Street. In City property at the
northwest corner of Carroll Avenue and
Dearborn Street.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street
and West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from
Van Buren Street to Lake Street. In Jackson
Boulevard from Franklin Street to 150 feet
East of State Street. In the Jackson
Boulevard/Dearborn Street intersection and
in Dearborn Street from such intersection to
100 feet south of such intersection. In
LaSalle Street, from West Wacker Drive to
Van Buren Street. In Washington Boulevard,
from LaSalle Street to approximately 300
feet west of Franklin Street. In the
Washington Street Trolley Tunnel from 300
feet west of Franklin Street to North Water
Street. On City property consisting of
viaducts and/or bridge facilities located
between Canal Street and the South Branch of
the Chicago River in the following
locations: West Washington Boulevard and
West Monroe Street. In Monroe Street, from
Dearborn







 









 






	 	 	 
	

	 	Street to Clark Street.
	 
	 	 
	Production Plant #3:

	 	Northeast corner of Randolph and Columbus
Drive (located in the Blue Cross/Blue Shield
Building).
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to
South Water Street. In South Water Street,
from Columbus Drive to Garland Court. In
Garland Court from Lake Street to
approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court
to LaSalle Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of
West Carroll Avenue. In West Carroll
Avenue, from the westerly right of way line
of Wells Street to Clark Street, and in
addition, the Clark Street/Carroll Avenue
and Dearborn Street/Carroll Avenue
intersections. To the extent of City
property interests therein, in the lower
Carroll Avenue access driveway (but only to
the extent permitted by and consistent with
City property interest therein) extending
from the south line of West Kinzie Street
beginning at a point 88 feet east of North
Dearborn Street for a distance of
approximately 98 feet south and thence
generally in a southwesterly direction for
approximately 151 feet to the intersection
of lower Carroll Avenue and North Dearborn
Street. In Kinzie Street from 75 feet east
of Dearborn Street to 75 feet east of State
Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of
West Carroll Avenue. Across and under
Kinzie Street from the Merchandise Mart to
the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located
west of the Franklin Street/ Kinzie Street
intersection and east of the Orleans
Street/Kinzie Street intersection. Across
and under Orleans Street from the
Merchandise Mart to the Apparel Center for
piping with a maximum trench-width of six
(6) feet to be located south of the Kinzie
Street/Orleans Street intersection and north
of the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet
east of Dearborn to Dearborn Street. In
Dearborn Street from Kinzie Street to
Ontario Street. In Ontario Street from
Dearborn Street to Wabash Avenue. In







2









 






	 	 	 
	

	 	Wabash
Avenue from Grand Avenue to Huron Street.
In Erie Street from State Street to Rush
Street. In Grand Avenue from Wabash Avenue
to a point approximately 150 feet east of
St. Clair Street. In Rush Street from Erie
Street to Superior Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton
Place. In Benton Place from Garland Court
to Wabash Avenue. In Randolph Street from
Columbus Drive to and including Michigan
Avenue.
	 
	 	 
	Production Plant #4:*

	 	North Orleans Street on the west, North
Wells Street on the east, West Kinzie Street
on the north, and the Chicago River on the
south (located in the Merchandise Mart
building).
	 
	 	 
	Distribution Piping

Plan #4:

	 	In Washington Boulevard from Dearborn Street
to State Street. Under the Orleans Street
viaduct from Grantee’s existing piping
(north of the Chicago River) to Kinzie
Street. In Kinzie Street from the Kinzie
Street/Orleans Street intersection west to
the north-south public alley west of Orleans
Street; north in said north-south public
alley to the east-west public alley. In
said east-west public alley west to a point
220.0 feet west of North Orleans Street. In
the north-south alley east of Kingsbury
Street from Hubbard Street to the existing
piping in the east-west alley south of
Hubbard Street. In Hubbard Street from
Kingsbury Street to the north/south public
alley immediately east of Kingsbury Street.
In Kingsbury Street from Hubbard Street to
Chicago Avenue up to and including the
intersection of Kingsbury Street and Chicago
Avenue. In Chicago Avenue from Kingsbury
Street to Larrabee Street. In State Street
from Lake Street to Randolph Street.
	 
	 	 
	Production Plant #5:

	 	Northwest corner of South Wacker Drive and
West Adams Street (located in the Hartford
Plaza Building), 150 South Wacker Drive.
	 
	 	 
	Distribution Piping Plant #5:

	 	In West Adams Street from Franklin Street to
a point 100 feet West of Lower Wacker Drive.







     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate



*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an
Affiliated Plant.




3









 







new Approved Plants and Additional Distribution Facilities and subject to
amendment pursuant to the provisions of Section 7.1.1 of the Agreement
(including Departmental approvals) to amend the locations of the Distribution
Facilities based on changes in construction conditions.




     All amendments requiring changes in location not based on construction
conditions shall require City Council authorization.



4









 











 









 





	Document No. P02001-277	 	Document No. 02001-482 





	 	 	 
	

	 	







 









 






ORDINANCE




     WHEREAS, on the 14th day of September, 1994, the City Council (the “City
Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance
authorizing the City to enter into a “District Cooling System Use Agreement”
(the “Original Agreement”) with Exelon Thermal Technologies, Inc. (formerly
Unicom Thermal Technologies and formerly before that Northwind, Inc., and
referred to herein as “Grantee”), which grants to Grantee the non-exclusive
right to use certain public ways of the City to construct, operate and maintain
a district cooling system (the “System”); and



     WHEREAS, the City and Grantee entered into the Original Agreement as of
October 1, 1994; and



     WHEREAS, on the 17th day of May, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “First Amendment to District
Cooling System Use Agreement” (the “First Amendment”); and



     WHEREAS, the First Amendment is dated as of June 1, 1995; and



     WHEREAS, on the 13th day of July, 1995, the City Council adopted an
ordinance authorizing the City to enter into a “Second Amendment to District
Cooling System Use Agreement” (the “Second Amendment”); and



     WHEREAS, the Second Amendment is dated as of July 15, 1995; and



     WHEREAS, on the 10th day of January, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Third Amendment to District
Cooling System Use Agreement” (the “Third Amendment”); and



     WHEREAS, the Third Amendment is dated as of February 1, 1996; and



     WHEREAS, on the 6th day of March, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fourth Amendment to District
Cooling System Use Agreement” (the “Fourth Amendment”); and



     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and



 









 





     WHEREAS, on the 16th day of April, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Fifth Amendment to District
Cooling System Use Agreement” (the “Fifth Amendment”); and



     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and



     WHEREAS, on the 30th day of October, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Sixth Amendment to District
Cooling System Use Agreement (the “Sixth Amendment”); and



     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and



     WHEREAS, on the 11th day of December, 1996, the City Council adopted an
ordinance authorizing the City to enter into a “Seventh Amendment to District
Cooling System Use Agreement” (the “Seventh Amendment”); and



     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and



     WHEREAS, on the 7th day of February, 1997, the City Council adopted an
ordinance authorizing the City to enter into an “Eighth Amendment to District
Cooling System Use Agreement” (the “Eighth Amendment”); and



     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and



     WHEREAS, on the 30th day of July, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Ninth Amendment to District
Cooling System Use Agreement” (the “Ninth Amendment”); and



     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and



     WHEREAS, on the 10th of September, 1997, the City Council adopted an
ordinance authorizing the City to enter into a “Tenth Amendment” to District
Cooling System Use Agreement (the “Tenth Amendment”); and



     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;



2









 





     WHEREAS, on the 5th day of February, 1998, the City Council adopted an
Ordinance authorizing the City to enter into an “Eleventh Amendment” to
District Cooling System Use Agreement (the “Eleventh Amendment”); and



     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and



     WHEREAS, on the 29th day of April, 1998, the City Council adopted an
Ordinance authorizing the City to enter into a “Twelfth Amendment” to District
Cooling System Use Agreement (the “Twelfth Amendment”); and



     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and



     WHEREAS, on the 7th day of October, 1998, the City Council adopted an
ordinance authorizing the City to enter into a “Thirteenth Amendment to
District Cooling System Use Agreement” (the “Thirteenth Amendment”); and



     WHEREAS, the Thirteenth Amendment is dated as of October 8, 1998; and



     WHEREAS, on the 21st day of April, 1999, the City Council adopted an
Ordinance authorizing the City to enter into a Fourteenth Amendment to District
Cooling System Use Agreement (the “Fourteenth Amendment”); and



     WHEREAS, the Fourteenth Amendment is dated as of April 21, 1999; and



     WHEREAS, on February 16, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Fifteenth Amendment to District Cooling
Agreement (the “Fifteenth Amendment”); and



     WHEREAS, the Fifteenth Amendment is dated as of March 1, 2000; and



     WHEREAS, on February 16, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Sixteenth Amendment to District Cooling
System Use Agreement (the “Sixteenth Amendment”); and



     WHEREAS, the Sixteenth Amendment is dated as of March 1, 2000; and



3









 





     WHEREAS, on May 17, 2000, the City Council adopted an ordinance
authorizing the City to enter into a Seventeenth Amendment to District Cooling
System Use Agreement (the “Seventeenth Amendment”); and



     WHEREAS, the Seventeenth Amendment is dated as June 1, 2000; and



     WHEREAS, on March 7, 2001, the City Council adopted an ordinance
authorizing the City to enter into an Eighteenth Amendment to District Cooling
System Use Agreement (the “Eighteenth Amendment”, and collectively with the
Original Agreement and all Amendments prior to the Eighteenth Amendment as
described above, the “Current Agreement”); and



     WHEREAS, the Eighteenth Amendment is dated as of August 1, 2001; and



     WHEREAS, the Current Agreement contemplates that a new chilling plant
and/or production plant (the “Fifth Plant”) would be constructed in the
Hartford Plaza Building at 150 South Wacker Drive at the Northwest Corner of
South Wacker Drive and West Adams Street (the “Original Location”); and



     WHEREAS, Grantee no longer intends to construct, install, operate or
maintain the Fifth Plant at the Original Location; and



     WHEREAS, Grantee now intends to construct, install, operate and maintain a
higher capacity version of the Fifth Plant at the IBM Building, 301 North State
Street (the “New Location”) which once installed and operational is anticipated
to increase capacity of Grantee’s System (including all Affiliated Plants) from
an existing design capacity (exclusive of the Fifth Plant) of Ninety Eight
Thousand, Nine Hundred Eighty Six (98,986) tons/hour to a maximum design
capacity of One Hundred and Thirteen Thousand, Nine Hundred and Eighty Six
(113,986) tons/hour, and



     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Fifth Plant at the New
Location and to redistribute certain previously approved Distribution
Facilities within the System among the Approved Plants, as further described
and depicted in Amended Exhibits I and 2, each as attached to this Nineteenth
Amendment (collectively, the “Amended Exhibits”); and



4









 





     WHEREAS, the New Location is within a Planned Development and the City’s
Commissioner of the Department of Planning and Development has approved the
location of Plant 5 at a specified site within the New Location; and



     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2.



     NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:



          SECTION 1. The above recitals are expressly incorporated herein and made a
part of this ordinance by reference as though fully set forth herein.



          SECTION 2. Subject to the approval of the Corporation Counsel, as to form
and legality the Commissioner of the Department of the Environment, the
Commissioner of the Department of Transportation, and the Director of the
Department of Revenue (collectively, the “Commissioners”) are hereby authorized
to enter into and execute on behalf of the City, a Nineteenth Amendment to the
District Cooling System Use Agreement (the “Nineteenth Amendment”)
substantially in the form attached hereto as Exhibit A, subject to such changes
as shall be approved by the officials executing the same, their execution
constituting conclusive evidence of their approval and this City Council’s
approval of any such changes or revisions therein from the form of the
Nineteenth Amendment attached hereto (including, but not limited to reduction
or elimination of specific routes or locations herein authorized in the
interest of public safety or in the public interest); provided, however, that
no such change or revision may extend the Additional Distribution Facilities or
reduce General Compensation paid to the City contrary to the provisions of the
Current Agreement as modified by the Nineteenth Amendment attached hereto
without further action of this City Council. Such officials may also negotiate
in the Nineteenth Amendment such additional environmental terms and conditions
as shall be deemed desirable by the Commissioner of the City’s Department of
the Environment. In addition, such officials may also negotiate in the
Nineteenth Amendment such changes to the insurance terms and conditions set
forth in Section 6 of the Current Agreement as shall be deemed desirable by the
City’s Risk Manager.



5









 





          SECTION 3. All ordinances, resolutions and agreements, or parts thereof,
in conflict with this ordinance are, to the extent of such conflict, hereby
repealed.



          SECTION 4. This Ordinance shall be in full force and effect upon its
passage and approval.



6









 





EXHIBIT A




     This Nineteenth Amendment to District Cooling System Use Agreement (the
“Nineteenth Amendment”), dated as of
               (the “Effective
Date”) by and between the City of Chicago, Illinois (the “City”), a home rule
unit and municipality under Article VII of the Constitution of the State of
Illinois, and Exelon Thermal Technologies, Inc., an Illinois corporation (the
“Grantee”), being a wholly-owned subsidiary of Exelon Thermal Holdings, Inc.,
being a wholly-owned subsidiary of Exelon Enterprises Company, LLC., which is
wholly-owned subsidiary of Exelon Ventures Company, LLC., which is 100% owned
by Exelon Corporation.



WITNESSETH:










     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have
entered into that certain District Cooling System Use Agreement dated as of
October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current
Agreement”), which grants to the Grantee (and its successors in interest) the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such terms defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, the Current Agreement contemplates that a new chilling plant
and/or production plant (the “Fifth Plant”) would be constructed in the
Hartford Plaza Building at 150 South Wacker Drive at the Northwest Corner of
South Wacker Drive and West Adams Street (the “Original Location”); and



     WHEREAS, Grantee no longer intends to construct, install, operate or
maintain the Fifth Plant at the Original Location; and



     WHEREAS, Grantee now intends to construct, install, operate and maintain a
higher capacity version of the Fifth Plant at the IBM Building, 301 North State
Street (the “New Location”) which once installed and operational is anticipated
to increase capacity of Grantee’s System (including all Affiliated Plants) from
an existing design capacity (exclusive of the Fifth Plant) of Ninety Eight
Thousand, Nine Hundred Eighty Six (98,986) tons/hour to a maximum design
capacity of One Hundred and Thirteen Thousand, Nine Hundred and Eighty Six
(113,986) tons/hour; and



     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current
Agreement (the “Current Exhibits”) to include the Fifth Plant at the New
Location and to redistribute certain previously approved Distribution
Facilities within the System among the approved Plants, as further described
and depicted in Amended Exhibits 1 and 2, each as attached to this Nineteenth
Amendment (collectively, the “Amended Exhibits”); and



Exh. A-1




 









 








     WHEREAS, the New Location is within a Planned Development and Commissioner
of the Department of Planning and Development has approved the location of
Plant 5 at a specified site within the New Location; and



     WHEREAS, the City Council of the City on                      , adopted an
ordinance authorizing and approving execution of an Nineteenth Amendment to the
Current Agreement in substantially the form of this Nineteenth Amendment,
including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, including the Current Exhibits, subject to the terms and conditions
set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



          Section 1. The above recitals are expressly incorporated herein and made a
part of this Nineteenth Amendment by reference as though fully set forth
herein. The capitalized terms not otherwise defined herein shall have the
meanings set forth in the Current Agreement.



          Section 2. As of the Effective Date of this Nineteenth Amendment, all
references to and descriptions of the Original Location as regards the Fifth
Plant are deemed superseded and replaced by the Current Location. As of the
Effective Date, all description in the Current Agreement relating to the
capacity of and characterizations for the Fifth Plant are deemed superseded and
replaced by the descriptions of the Fifth Plant set forth in this Nineteenth
Amendment. As of the Effective Date of this Nineteenth Amendment, the Current
Exhibits are conditionally deemed superseded and replaced by the Amended
Exhibits, subject in all respects to the conditions set forth in Section 3 of
this Amendment. Exhibits to the Current Agreement not amended by the Amended
Exhibits remain the same. The inclusion of the Fifth Plant in the System is
deemed approved; subject, however to (1) obtaining and acting pursuant to any
and all City permits required in connection therewith and (2) to obtaining
prior to commencement of any work all necessary consents and property rights,
if applicable, of private property owners, if applicable, to such construction,
installation, operation and maintenance.



          Section 3. As of the Effective Date of this Nineteenth Amendment, pursuant
to Section 7.12(b) of the Current Agreement, Section 5.1 of the Current
Agreement is hereby amended in its entirety to read as follows:




	 	 	“Section 5.1 General Compensation.


Grantee agrees to pay the City as General Compensation during
each Compensation year for the use of the Public Ways throughout
the duration of this Agreement (subject to the City’s rights of
adjustment set forth in Section 2.3 and Section 7.12 hereof) a
sum equal to the General compensation as set forth below: The
General Compensation during the Compensation Year ending
December 31, 1995 shall be the greater of $50,000 or two percent
(2%) of Grantee’s Total Gross Billings. The General
Compensation during the Compensation Year ending December 31,
1996 shall be the greater of $140,000 or two percent (2%) of
Grantee’s Total Gross Billings. The General





Exh. A-2




 









 









	 	 	Compensation during the Compensation year ending December 31,
1997 shall be the greater of $320,000 or two percent (2%) of
Grantee’s Total Gross Billings (including for 1997 and all
future Compensation Years amounts generated by the Third Plant).
For the 1998 Compensation Year, the General Compensation fees
shall be the greater of $320,000, or 2% of Total Gross Billings.
For the 1999 Compensation year, the General Compensation shall
be the greater of $456,000 or two percent (2%) of Total Gross
Billings (including for 1999 and all future Compensation Years
amounts generated by the Fourth Plant (whether owned by Grantee
or an Affiliate). For the 2000 and 2001 Compensation Years, the
General Compensation fee shall be the greater of $495,000 or
three percent (3%) of Total Gross Billings. For the 2002
Compensation Year, the General Compensation shall be the greater
of $552,000 or three percent (3%) of Total Gross Billings. For
each Compensation Year beginning with the Year 2002, the General
Compensation shall be the greater of $552,000 or three percent
(3%) of Total Gross Billings but in no case shall the General
Compensation for any Compensation year beginning with 2002 be
less than $552,000. Each rate of compensation in the
Compensation Years beginning with 2001 shall be adjusted for the
rate of inflation during the preceding Compensation Year
pursuant to the Consumer Price Index for Urban Affairs. All
rates of compensation set forth in this paragraph are subject to
the City’s right of adjustment set forth in Section 2.3 and
Section 7.12 hereof, as applicable.”





          Section 4. The Grantee represents that, to the best of its knowledge, no
member of the governing body of the City and no other official, officer, agent
or employee of the City is employed by the Grantee or has a personal financial
or economic interest directly or indirectly in this Nineteenth Amendment or any
contract or subcontract resulting therefrom or in the privileges to be granted
hereunder except as may be permitted in writing by the Board of Ethics
established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the
“Code”). No payment, gratuity or offer of employment shall be made in
connection with this Nineteenth Amendment by or on behalf of any contractors to
the Grantee higher tier subcontractors or anyone associated therewith, as an
inducement for the award of contracts, subcontracts or orders. Any agreement
entered into, negotiated or performed in violation of any of the provisions of
said Chapter 2-156 shall be voidable as to the City.



          Section 5. Neither the Grantee nor its contractors shall be in violation
of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection
herewith, the Grantee has executed the applicable Certification required under
the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under
the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).



          Section 6. It shall be the duty of the Grantee, all contractors, all
consultants, and all officers, directors, agents, partners, and employees of
the Grantee to cooperate with the Inspector General in any investigation or
hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall
inform all its contractors of the provision and require understanding and
compliance herewith.



Exh. A-3




 









 








          Section 7. The Grantee has provided copies of its latest articles of
incorporation and bylaws and its certification of good standing from the Office
of the Secretary of State of Illinois. The Grantee has provided the City with
the Disclosure of Ownership Interest Affidavit for the Grantee and its direct
and indirect corporate parents.



          Section 8. If the Grantee conducts any business operations in Northern
Ireland, it is hereby required that the Grantee make all reasonable and good
faith efforts to conduct any such business operations in Northern Ireland in
accordance with the MacBride Principles for Northern Ireland as defined in
Illinois Public Act 85-1390 (1988 Ill. Laws 3220).



          Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the
City of Chicago, it is illegal for any elected official of the city, or any
person acting at the direction of such official, to contact, either orally or
in writing, any other city official or employee with respect to any matter
involving any person with whom the elected official has a business
relationship, or to participate in any discussion in any city council committee
hearing or in any city council meeting or to vote in any discussion in any city
council meeting hearing or in any city council meeting or to vote on any matter
involving the person with whom an elected official has a business relationship.
Violation of Section 2-155-030(b) by any elected official with respect to this
Nineteenth Amendment shall be grounds for termination of the Current Agreement
and this Nineteenth Amendment. The term business relationship is defined as
set forth in Section 2-156-080 of the Code.



          Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate subsidiary, parent of affiliate thereof, regardless of the value
of or dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the City.



          Section 10. Except as expressly modified in this Nineteenth Amendment, all
other terms covenants and conditions in the Current Agreement (including
exhibits and attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



Exh. A-4




 









 








          IN WITNESS WHEREOF, the City has caused this Nineteenth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



(SEAL)




	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 
	

	 	By:	 	 
	


	 	 	 	

	City Clerk

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Environment
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Director of the
	

	 	 	 	Department of Revenue
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	Commissioner of the
	

	 	 	 	Department of Revenue
	Reviewed as to form
and legality:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 
	or Senior Counsel
	 	 	 	 
	 
	 	 	 	 
	 	 	EXELON THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 
	ATTEST:

	 	By:	 	 
	 
	


	 	 	 	

	

	 	Title:
	 	President







Exh. A-5




 









 








EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East
Adams Street
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet
north, more or less, from the intersection of
West Adams Street. In Dearborn Street from
Adams Street to Lake Street including the
portions of the Dearborn Street/Madison Street
intersection. In Adams Street from LaSalle
Street to Michigan Avenue. In Madison Street,
from Dearborn Street to the north/south public
alley which lies 120 feet west of the west
right-of-way line of State Street and in said
alley from Madison Street to Monroe Street. In
City property at the northwest corner of
Carroll Avenue and Dearborn Street.* In West
Adams Street from Franklin Street to a point
100 feet West of Lower Wacker Drive.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and
West Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to
Franklin Street. In Franklin Street from Van
Buren Street to Lake Street. In Jackson
Boulevard from Franklin Street to 150 feet East
of State Street. In the Jackson
Boulevard/Dearborn Street intersection and in
Dearborn Street from such intersection to 100
feet south of such intersection. In LaSalle
Street, from West Wacker Drive to Van Buren
Street. In Washington Boulevard, from LaSalle
Street to approximately 300 feet west of
Franklin Street. In the Washington Street
Trolley Tunnel from 300 feet west of Franklin
Street to North Water Street. On City property













	* 	Previously approved for use by Production Plant #5.





Exh. 1-1




 









 








	 	 	 
	

	 	consisting of viaducts and/or bridge facilities
located between Canal Street and the South
Branch of the Chicago River in the following
locations: West Washington Boulevard and West
Monroe Street. In Monroe Street, from Dearborn
Street to Clark Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield
Building).
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to
South Water Street. In South Water Street,
from Columbus Drive to Garland Court. In
Garland Court from Lake Street to approximately
300 feet north of Wacker Drive. In Lake Street,
from Garland Court to LaSalle Street.
	 
	 	 
	

	 	In LaSalle Street Trolley Tunnel, from Lake
Street to approximately 50 feet north of West
Carroll Avenue. In West Carroll Avenue, from
the westerly right of way line of Wells Street
to Clark Street, and in addition, the Clark
Street/Carroll Avenue and Dearborn
Street/Carroll Avenue intersections. To the
extent of City property interests therein, in
the lower Carroll Avenue access driveway (but
only to the extent permitted by and consistent
with City property interest therein) extending
from the south line of West Kinzie Street
beginning at a point 88 feet east of North
Dearborn Street for a distance of approximately
98 feet south and thence generally in a
southwesterly direction for approximately 151
feet to the intersection of lower Carroll
Avenue and North Dearborn Street. In Kinzie
Street from 75 feet east of Dearborn Street to
75 feet east of State Street In LaSalle Street
from West Carroll Avenue to approximately 50
feet north of West Carroll Avenue. Across and
under Kinzie Street from the Merchandise Mart
to the building commonly known as 400 N.
Franklin Street for piping with a maximum
trench-width of six (6) feet to be located west
of the Franklin Street/ Kinzie Street
intersection and east of the







Exh. 1-2




 









 








	 	 	 
	

	 	Orleans
Street/Kinzie Street intersection. Across and
under Orleans Street from the Merchandise Mart
to the Apparel Center for piping with a maximum
trench-width of six (6) feet to be located
south of the Kinzie Street/Orleans Street
intersection and north of the Chicago River.
	 
	 	 
	

	 	In a portion of Kinzie Street from 75 feet east
of Dearborn to Dearborn Street. In Dearborn
Street from Kinzie Street to Ontario Street.
In Ontario Street from Dearborn Street to
Wabash Avenue. To Wabash Avenue from Grand
Avenue to Huron Street. In Erie Street from
State Street to Rush Street. In Grand Avenue
from Wabash Avenue to a point approximately 150
feet east of St. Clair Street. In Rush Street
from Erie Street to Superior Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton
Place. In Benton Place from Garland Court to
Wabash Avenue. In Randolph Street from
Columbus Drive to and including Michigan
Avenue.
	 
	 	 
	Production
Plant #4:**

	 	North Orleans Street on the west, North Wells
Street on the east, West Kinzie Street on the
north, and the Chicago River on the south
(located in the Merchandise Mart building).
	 
	 	 
	Distribution Piping:

Plant #4

	 	In Washington Boulevard from Dearborn Street to
State Street. Under the Orleans Street viaduct
from Grantee’s existing piping (north of the
Chicago River) to Kinzie Street. In Kinzie
Street from the Kinzie Street/Orleans Street
intersection west to the north-south public
alley west of Orleans Street; north in said
north-south public alley to the east-west
public alley. In said east-west public alley
west to a point 220.0 feet west of North
Orleans Street.
	 
	 	 
	

	 	In the north-south alley east of Kingsbury
Street from Hubbard Street to the existing













	** 	Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an
Affiliated Plant.





Exh. 1-3




 









 









	 	 	 
	

	 	piping in the east-west alley south of Hubbard
Street. In Hubbard Street from Kingsbury
Street to the north/south public alley
immediately east of Kingsbury Street. In
Kingsbury Street from Hubbard Street to Chicago
Avenue up to and including the intersection of
Kingsbury Street and Chicago Avenue. In
Chicago Avenue from Kingsbury Street to
Larrabee Street. In State Street from Lake
Street to Randolph Street.
	 
	 	 
	Production Plant #5:

	 	Southeast corner of North State Street and East
Kinzie Street (located in the IBM Building),
301 North State Street
	 
	 	 
	Distribution Piping:******

Plant #5

	 	In Kinzie Street from 75 feet east of Dearborn
Street to 75 feet east of State Street







     This Exhibit is subject to amendment pursuant to the provisions Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions.



     All amendments requiring changes in location not based on construction
conditions shall require City Council authorization.









	*** 	Previously approved for use by Production Plant #3.





Exh. 1-4




 









 













Exh. 1-5




 









 








OWNERSHIP STRUCTURE


 ̄


EXELON CORPORATION


 ̄


EXELON VENTURES COMPANY, LLC


 ̄


EXELON ENTERPRISES COMPANY, LLC


 ̄


EXELON THERMAL HOLDINGS, INC.


 ̄


EXELON THERMAL TECHNOLOGIES, INC.








Exh. 1-6




 









 








	 	 	 
	

	 	
	 
	 	 
	

	 	
	 
	 	 
	

	 	







Exh. 1-7




 









 








STATE OF ILLINOIS,




     County
of Cook.      ss.



     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook
and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a
true and correct copy of that certain ordinance now on file in my office for
the approval of Nineteenth Amendment to District Cooling System Use Agreement
with Exelon Thermal Technologies.


















     I DO FURTHER CERTIFY that the said ordinance was passed by the City
Council of the said City of Chicago on the thirty-first (31st) day of October,
A.D. 2001 and deposited in my office on the thirty-first (31st) day of October,
A.D. 2001.



     I DO FURTHER CERTIFY that the vote on the question of the passage of the
said ordinance by the said City Council was taken by yeas and nays and recorded
in the Journal of the Proceedings of the said City Council, and that the result
of said vote so taken was as follows, to wit:



Yeas
49,            Nay 0.




     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of
the said City of Chicago after the passage thereof by the said City Council,
without delay, by the City Clerk of the said City of Chicago, and that the said
Mayor did approve and sign said ordinance on the thirty-first (31st) day of
October, A.D., 2001.


















     I DO FURTHER CERTIFY that the original, of which the foregoing is a true
copy, is entrusted to my care for safe keeping, and that I am the lawful keeper
of the same.




	 	 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the corporate seal of the City of Chicago aforesaid, at the
said City, in the County and State aforesaid, this eighth
(8th) day of November, A. D., 2001






	 	 	 
	


	

	 	/s/ James J. Laski
	

	 	

	

	 	City Clerk
	







Exh. 1-8




 









 






     This Twentieth Amendment to District Cooling System Use Agreement (the
“Twentieth Amendment”), dated as of June 1, 2002 (the “Effective Date”) by and
between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
and Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”),
being a wholly-owned subsidiary of Exelon Holdings, Inc., being a wholly-owned
subsidiary of Exelon Enterprises Company, LLC., which is wholly-owned
subsidiary of Exelon Ventures Company, LLC., which is 100% owned by Exelon
Corporation.



WITNESSETH:




     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have
entered into that certain District Cooling System Use Agreement dated as of
October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current
Agreement”), which grants to the Grantee (and its successors in interest) the
non-exclusive right to use certain public ways of the City to construct,
operate and maintain a district cooling system (the “System”); and



     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current
Distribution Facilities” (as such term is defined in the Current Agreement) for
the Grantee’s System; and



     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of
the Grantee’s System, including the Current Distribution Facilities; and



     WHEREAS, Grantee has encountered unexpected difficulties in connecting
certain customers to its Fifth Plant (as defined in the Current Agreement),
which customers had originally been intended to be connected through the
Current Distribution Facilities; and



     WHEREAS, Grantee wishes to amend Exhibit 1 and Exhibit 2 to the Current
Agreement (the “Current Exhibits”) to include in the Current Distribution
Facilities a portion of North State Street south of the intersection of West
Kinzie Street and North State Street to a point



 









 




approximately 200 fee south of
the above described intersection as described and depicted in amended Exhibits
1 and 2, each as attached to this Twentieth Amendment (collectively, the
“Amended Exhibits”); and




     WHEREAS, the City Council of the City on May 29, 2002, adopted an
ordinance authorizing and approving execution of an Twentieth Amendment to the
Current Agreement in substantially the form of this Twentieth Amendment,
including the Amended Exhibits (the “Ordinance”); and



     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement, including the Current Exhibits, subject to the terms and conditions
set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a part of this
Twentieth Amendment by reference as though fully set forth herein. The
capitalized terms not otherwise defined herein shall have the meanings set
forth in the Current Agreement.



     Section 2. As of the Effective Date of this Twentieth Amendment, the Current Exhibits are
deemed superseded and replaced by the Amended Exhibits.



     Section 3. The Grantee represents that, to the best of its knowledge, no member of the
governing body of the City and no other official, officer, agent or employee of
the City is employed by the Grantee or has a personal financial or economic
interest directly or indirectly in this Twentieth Amendment or any contract or
subcontract resulting therefrom or in the privileges to be granted hereunder
except as may be permitted in writing by the Board of Ethics established
pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No
payment, gratuity or offer of employment shall be made in connection with this
Twentieth Amendment by



2









 




or on behalf of any contractors to the Grantee or higher
tier subcontractors or anyone associated therewith, as an inducement for the
award of contracts, subcontracts or orders. Any agreement entered into,
negotiated or performed in violation of any of the provisions of said Chapter
2-156 shall be voidable as to the City.




     Section 4. Neither the Grantee nor its contractors shall be in violation of the provisions
of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the
Grantee has executed the applicable Certification required under the Illinois
Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois
Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).



     Section 5. It shall be the duty of the Grantee, all contractors, all consultants, and all
officers, directors, agents, partners, and employees of the Grantee to
cooperate with the Inspector General in any investigation or hearing undertaken
pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its
contractors of the provision and require understanding and compliance herewith.



     Section 6. The Grantee has provided copies of its latest articles of incorporation and
bylaws and its certification of good standing from the Office of the Secretary
of State of Illinois. The Grantee has provided the City with the Disclosure of
Ownership Interest Affidavit for the Grantee and its direct and indirect
corporate parents.



     Section 7. If the Grantee conducts any business operations in Northern Ireland, it is
hereby required that the Grantee make all reasonable and good faith efforts to
conduct any such business operations in Northern Ireland in accordance with the
MacBride Principles for Northern Ireland as defined in Illinois Public Act
85-1390 (1988 Ill. Laws 3220).



3









 





     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago,
it is illegal for any elected official of the city, or any person acting at the
direction of such official, to contact, either orally or in writing, any other
city official or employee with respect to any matter involving any person with
whom the elected official has a business relationship, or to participate in any
discussion in any city council committee hearing or in any city council meeting
or to vote in any discussion in any city council meeting hearing or in any city
council meeting or to vote on any matter involving the person with whom an
elected official has a business relationship. Violation of Section
2-156-030(b) by any elected official with respect to this Twentieth Amendment
shall be grounds for termination of the Current Agreement and this Twentieth
Amendment. The term business relationship is defined as set forth in Section
2-156-080 of the Code.



     Section 2-156-080 defines a “business relationship” as any contractual or
other private business dealing of an official, or his or her spouse, or of any
entity in which an official or his or her spouse has a financial interest, with
a person or entity which entitles an official to compensation or payment in the
amount of $2,500 or more in a calendar year; provided, however, a financial
interest shall not include: (i) any ownership through purchase at fair market
value or inheritance of less than one percent of the share of a corporation, or
any corporate subsidiary, parent of affiliate thereof, regardless of the value
of or dividends of such shares, if such shares are registered on a securities
exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the
authorized compensation paid to an official or employee for his or employment;
(iii) any economic benefit provided equally to all residents of the city; (iv)
a time or demand deposit in a financial institution; or (v) an endowment or
insurance policy or annuity contract purchased from an insurance company. A
“contractual or other private business



4









 




dealing” shall not include any
employment relationship of an official’s spouse with an entity when such spouse
has no discretion concerning or input relating to the relationship between that
entity and the City.




     Section 9. Except as expressly modified in this Twentieth Amendment, all other terms
covenants and conditions in the Current Agreement (including exhibits and
attachments) remain unchanged and all affidavits, certificates and
representations in the Current Agreement (including exhibits and attachments)
are deemed reaffirmed as if made as of the date hereof.



5









 





     IN WITNESS WHEREOF, the City has caused this Twentieth Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and the
Grantee has signed and sealed the same on or as of the day and year first
written.



	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 

	


	/s/
James J. Laski

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	 	 	 	
	 	 
	City Clerk

	 	Title: Commissioner of
the Department of Environment
	


	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	 	 	
	 	 
	

	 	Title: Director of the Department of Revenue
	


	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	

	 	 	 	
	 	 
	

	 	Title: Commissioner of
the Department of Transportation
	


	 
	 	 	 	 	 	 
	


	Reviewed as to form
and legality:
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	Assistant Corporation Counsel
	 	 	 	 	 	 
	or Senior Counsel
	 	 	 	 	 	 
	


	 
	 	 	 	 	 	 
	


	ATTEST:

	 	EXELON THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	/s/
Maureen R. Prunty
	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	 	 	 	
	 	 
	

	 	Title: Vice President of Finance
	











6









 






EXHIBIT 1




     The Grantee’s District Cooling System is anticipated to be constructed in
the Public Ways and at the approved plant locations set forth below. The exact
location of each component of Grantee’s Distribution Facilities shall be
presented to and reviewed by the City as set forth in the Agreement on an
on-going basis prior to construction and installation in order to obtain
permits for construction and installation specifying the exact locations of the
Grantee’s Distribution Facilities.



	 	 	 
	Production Plant #1:

	 	Northeast corner of South State Street and East
Adams Streets
	 
	 	 
	Distribution Piping:

	 	In LaSalle Street proceeding for 200 feet north,
more or less, from the intersection of West Adams
Street. In Dearborn Street from Adams Street to
Lake Street including the portions of the Dearborn
Street/Madison Street intersection. In Adams Street
from LaSalle Street to Michigan Avenue. In Madison
Street, from Dearborn Street to the north/south
public alley which lies 120 feet west of the west
right-of-way line of State Street and in said alley
from Madison Street to Monroe Street. In City
property at the northwest corner of Carroll Avenue
and Dearborn Street. In West Adams Street from
Franklin Street to a point 100 feet West of Lower
Wacker Drive.
	 
	 	 
	Production Plant #2:

	 	Northwest corner of South Franklin Street and West
Congress Parkway
	 
	 	 
	Distribution Piping:

	 	In Van Buren Street, from Wacker Drive to Franklin
Street. In Franklin Street from Van Buren Street to
Lake Street. In Jackson Boulevard from Franklin
Street to 150 feet East of State Street. In the
Jackson Boulevard/Dearborn Street intersection and
in Dearborn Street from such intersection to 100
feet south of such intersection. In LaSalle Street,
from West Wacker Drive to Van Buren Street. In
Washington Boulevard, from LaSalle Street to
approximately 300 feet west of Franklin Street. In
the Washington Street Trolley Tunnel from 300 feet
west of Franklin Street to North Water Street. On
City property consisting of viaducts and/or bridge
facilities located between Canal Street and the
South Branch of the Chicago River in the following







7









 






	 	 	 
	

	 	locations: West Washington Boulevard and West
Monroe Street. In Monroe Street, from Dearborn
Street to Clark Street.
	 
	 	 
	Production Plant #3

	 	Northeast corner of Randolph and Columbus Drive
(located in the Blue Cross/Blue Shield Building).
	 
	 	 
	Distribution Piping:

	 	In Columbus Drive, from Randolph Street to South
Water Street. In South Water Street, from Columbus
Drive to Garland Court. In Garland Court from Lake
Street to approximately 300 feet north of Wacker
Drive. In Lake Street, from Garland Court to
LaSalle Street.
	 
	 	 
	



	

	 	In LaSalle Street Trolley Tunnel, from Lake Street
to approximately 50 feet north of West Carroll
Avenue. In West Carroll Avenue, from the westerly
right of way line of Wells Street to Clark Street,
and in addition, the Clark Street/Carroll Avenue and
Dearborn Street/Carroll Avenue intersections. To
the extent of City property interests therein, in
the lower Carroll Avenue access driveway (but only
to the extent permitted by and consistent with City
property interest therein) extending from the south
line of West Kinzie Street beginning at a point 88
feet east of North Dearborn Street for a distance of
approximately 98 feet south and thence generally in
a southwesterly direction for approximately 151 feet
to the intersection of lower Carroll Avenue and
North Dearborn Street. In Kinzie Street from 75
feet east of Dearborn Street to 75 feet east of
State Street. In LaSalle Street from West Carroll
Avenue to approximately 50 feet north of West
Carroll Avenue. Across and under Kinzie Street from
the Merchandise Mart to the building commonly known
as 400 N. Franklin Street for piping with a maximum
trench-width of six (6) feet to be located west of
the Franklin Street/Kinzie Street intersection and
east of the Orleans Street/Kinzie Street
intersection. Across and under Orleans Street from
the Merchandise Mart to the Apparel Center for
piping with a maximum trench-width of six (6) feet
to be located south of the Kinzie Street/Orleans
Street intersection and north of the Chicago River.
	










8









 






	 	 	 
	

	 	In a portion of Kinzie Street from 75 feet east of
Dearborn to Dearborn Street. In Dearborn Street
from Kinzie Street to Ontario Street. In Ontario
Street from Dearborn Street to Wabash Avenue. In
Wabash Avenue from Grand Avenue to Huron Street. In
Erie Street from State Street to Rush Street. In
Grand Avenue from Wabash Avenue to a point
approximately 150 feet east of St. Clair Street. In
Rush Street from Erie Street to Superior Street.
	 
	 	 
	

	 	In Garland Court from Lake Street to Benton Place.
In Benton Place from Garland Court to Wabash Avenue.
In Randolph Street from Columbus Drive to and
including Michigan Avenue.
	 
	 	 
	Production Plant #4:*

	 	North Orleans Street on the west, North Wells Street
on the east, West Kinzie Street on the north, and
the Chicago River on the south (located in the
Merchandise Mart building).
	 
	 	 
	Distribution Piping:

Plant #4

	 	In Washington Boulevard from Dearborn Street to
State Street. Under the Orleans Street viaduct from
Grantee’s existing piping (north of the Chicago
River) to Kinzie Street. In Kinzie Street from the
Kinzie Street/Orleans Street intersection west to
the north-south public alley west of Orleans Street;
north in said north-south public alley to the
east-west public alley. In said east-west public
alley west to a point 220.0 feet west of North
Orleans Street.
	 
	 	 
	

	 	In the north-south alley east of Kingsbury Street
from Hubbard Street to the existing piping in the
east-west alley south of Hubbard Street. In Hubbard
Street from Kingsbury Street to the north/south
public alley immediately east of Kingsbury Street.
In Kingsbury Street from Hubbard Street to Chicago
Avenue up to and including the intersection of
Kingsbury Street and Chicago Avenue. In Chicago
Avenue from Kingsbury Street to Larrabee Street. In
State Street from Lake Street to Randolph Street.
	 
	 	 
	Production Plant #5:

	 	Southeast corner of North State Street and East
Kinzie Street. (located in the IBM Building), 301
North State Street







9









 






	 	 	 
	Distribution Piping:

	 	In Kinzie Street from 75 feet east of Dearborn
Street to 75 feet east of State Street. In North
State Street from the intersection with West Kinzie
Street to a point approximately 200 feet south of
such intersection.







*Plant 4 is anticipated to be transferred to Northwind L.L.C. as an Affiliated
Plant.




     This Exhibit is subject to amendment pursuant to the provisions of Section
7.1.2 of the Agreement (including City Council authorization and Departmental
approvals) to incorporate new Approved Plants and Additional Distribution
Facilities and subject to amendment pursuant to the provisions of Section 7.1.1
of the Agreement (including Departmental approvals) to amend the locations of
the Distribution Facilities based on changes in construction conditions.



     All amendments requiring changes in location not based on construction
conditions shall require City Council authorization.



10









 













11









 








Twenty-First Amendment to the District Cooling System Use Agreement




     This Twenty First Amendment to District Cooling System Use Agreement
(“Twenty First Amendment”) dated as of June 30, 2004 (the “Effective Date”) by
and between the City of Chicago, Illinois (the “City”), a home rule unit and
municipality under Article VII of the Constitution of the State of Illinois,
Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”) and
a wholly-owned indirect subsidiary of Exelon Corporation, Exelon Thermal
Holdings, Inc., a Delaware corporation (“ETH”) and Macquarie District Energy
Inc., a Delaware corporation (the “Transferee”) and a wholly-owned indirect
subsidiary of Macquarie Bank Limited, an Australian publicly listed company.



WITNESSETH:




     WHEREAS, the City and the Grantee have entered into that certain District
Cooling System Use Agreement dated as of October 1, 1994, as amended (the
“Current Agreement”) which grants to the Grantee the non-exclusive right to use
certain public ways of the City to construct, operate and maintain a district
cooling system (the “System”); and



     WHEREAS, Section 4.1.4 of the Current Agreement requires prior approval of
the City Council of the City (the“City Council”) where ownership of 50 percent
or more of the control of Grantee is acquired during the term of the Current
Agreement in any transaction or series of transactions by a person or one or
more persons acting in concert, none of whom owned or controlled 50 percent or
more of the right to control Grantee, singly or collectively on the Effective
Date of this Amendment; and



     WHEREAS, ETH desires to sell Thermal Chicago Corporation (the owner of the
Grantee) to the Transferee and now requests the City, by action of the City
Council to approve the proposed change of control of the Grantee; and



     WHEREAS, the City does not object to the transfer of control of Grantee
for purposes of Section 4.1.4 of the Current Agreement; and



     WHEREAS, as part of the transfer of control contemplated to be
simultaneously completed Grantee will change its name to Thermal Technologies
Inc.; and



     WHEREAS, the City is prepared to consent to the proposed change of control
of the Grantee to the Transferee which has provided proof of legal, technical,
financial and character qualifications to own the Grantee and operate the
System and completed disclosure of ownership interests as required by the
Municipal Code of Chicago and provided such other certifications as the City
shall determine are required; and



     WHEREAS, the City does not object to the transfer of control of Grantee,
and resulting name change of Grantee for purposes of Section 4.1.4. of the
Current Agreement; and



     WHEREAS, the City Council of the City on June 23, 2004 approved execution
of a Twenty First Amendment to the Current Agreement in substantially the form
of this Twenty First Amendment; and



 









 





     WHEREAS, the City and the Grantee now desire to amend the Current
Agreement on the terms and conditions set forth below;



     NOW, THEREFORE,



     It is agreed by the parties hereto as follows:



     Section 1. The above recitals are expressly incorporated herein and made a part of this
Twenty First Amendment by reference as though fully set forth herein.



     Section 2. As of the Effective Date of this Twenty First Amendment, the Grantee agrees to
continue to comply with all the provisions of the Current Agreement including
the provisions of 4.1.4. It is acknowledged by the parties that a change of
control of the Grantee is approved by the City and the Transferee will become
the owner of Grantee for purposes of the Current Agreement, in accordance with
the following terms:




	 	 	The undersigned N. Marcia Jimenez, the Commissioner of the Department of
Environment, Miguel d’Escoto, the Commissioner of the Department of
Transportation and Bea Reyna-Hickey, the Director of the Department of
Revenue, on behalf of the City of Chicago (the “City”) do hereby give our
consent to the change of control of Exelon Thermal Technologies, Inc. to
Macquarie District Energy Inc. in accordance with Section 4.1.4 of the
Current Agreement.






	 	 	ETH represents that Exelon Thermal Technologies, Inc. is not in default
of the Current Agreement as of the Effective Date.






	 	 	Macquarie District Energy Inc. acknowledges that it has read the Current
Agreement and is familiar with its terms and will cause the Grantee to
continue to comply with all the provisions of the Current Agreement, the
Municipal Code of Chicago and all applicable local, state and federal
laws.





     Section 3. The Grantee hereby agrees to comply with and adhere to the additional
commitments described in Appendix A hereto following the change of control
contemplated by this Twenty First Amendment.



     Section 4. Commencing on the Effective Date, the Current Agreement, is hereby amended to
acknowledge the transfer of control of the Grantee in accordance with the terms
of the Current Agreement, as amended by this Twenty First Amendment and the
change of the name of the Grantee as described in the recitals. All terms and
conditions of the Current Agreement not modified by this Twenty First Amendment
shall remain in full force and effect.



 









 





     IN WITNESS WHEREOF, the City has caused this Twenty First Amendment to be
duly executed in its name and behalf as of the date first written by its
Commissioner of the Department of Environment, its Director of the Department
of Revenue and its Commissioner of the Department of Transportation and Exelon
Thermal Holdings, Inc., the Grantee and the Transferee have signed and sealed
the same on or as of the day and year first written.



	 	 	 	 	 	 	 
	(SEAL)	 	CITY OF CHICAGO
	 
	 	 	 	 	 	 
	


	
/s/ James J. Laski
	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	


	 	 	 	
	 	 
	City Clerk

	 	 	 	Title: Commissioner Department of the	 	 
	

	 	 	 	Department of Environment	 	 
	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	

	 	 	 	
	 	 
	

	 	 	 	Title: Director of the Department of Revenue	 	 
	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ [ILLEGIBLE]	 	 
	


	

	 	 	 	

Title: Commissioner of the Department of	 	 
	

	 	 	 	Transportation	 	 
	 
	 	 	 	 	 	 
	Reviewed as to form and legality:
	 	 	 	 	 	 

	


	/s/
M. Susan Lopez
	 	 	 	 	 	 
	


	

	 	 	 	 	 	 
	Chief Assistant Corporation Counsel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	EXELON THERMAL HOLDINGS, INC.
	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ George H. Gilmore Jr.	 	 
	


	

	 	 	 	
	 	 
	


	/s/ [ILLEGIBLE]
	 	Title
	 	:	 	 
	


	


	 	 	 	
	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	EXELON THERMAL TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	


	

	 	By:	 	/s/ George H. Gilmore Jr.	 	 
	


	

	 	 	 	
	 	 
	


	/s/ [ILLEGIBLE]
	 	Title
	 	:	 	 
	


	


	 	 	 	
	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	MACQUARIE DISTRICT ENERGY INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	Title
	 	:	 	 
	


	 	 	 	
	 	 







 









 






APPENDIX A




Additional Commitments of Macquarie District Energy Inc. (“MDE”) Following
Transfer of Ownership of Grantee from ETH to MDE




Grantee Performance Reports to City Agencies




Grantee will provide the following information to the City:





	•	 	During the 1st quarter of each year, a Year-End Report on the previous year to the Commissioner
of the Department of Environment, including:






	•	 	Customer overview
	 
	•	 	Peak loads
	 
	•	 	Total energy production
	 
	•	 	Capital investment
	 
	•	 	MBE/WBE results
	 
	•	 	Past year expansion
	 
	•	 	Known planned expansion for current year including probable schedule
	 
	•	 	Major corrective maintenance completed in previous year
	 
	•	 	Revenue generated to the city






	•	 	In May of each year, Grantee will report to the Commissioner of Environment on Grantee’s Summer
Readiness.






	•	 	In October of each year, Grantee will report to the Commissioner of Environment regarding
Grantee’s peak season operations.






	•	 	Annually, Grantee will review key changes to the System and emergency procedures with the Office
of Emergency Management and Communications (911 Center).






	•	 	In the unlikely event that a key Chicago business district customer suffers an unplanned outage
due to a system fault, Grantee will report this interruption to the Department of Environment
within 4 hours of determination. Grantee will further (1) report to the Department of
Environment planned corrective action, (2) provide periodic updates during outage, and (3)
report final resolution.






	•	 	Capital spending has historically been on large spare parts
(i.e. chillers, pumps, motors), instrument and technology upgrades,
plant system improvements and modifications etc.




 









 








	•	 	Typical maintenance spending is between $3.2-$3.8 million/year. In
2003 maintenance spending totaled $3.4 million.2






	•	 	MDE has budgeted to spend approximately $3.8 million in 2004, subject
to the needs of the system.






	•	 	The Year-End Report will review and report the maintenance program for
the previous year.





Expansion Commitments





	•	 	Grantee will pursue prudent and well-planned growth of the
system, subject to customer demand (including having
contractually-committed customers), the cost to expand the
system and receipt of consent from the City as provided in
Section 7 of the Use Agreement.






	•	 	Grantee will take all commercially reasonable actions to
ensure that expansion of the system does not result in a
materially adverse effect on the service provided to then
existing customers.






	•	 	In addition to the maintenance spending (discussed above), MDE
has budgeted expenditures over the next 3 years of $4.0
million to increase existing plant capacity by approximately
4,000 tons for existing and new customers. In 2003, Grantee
spent $850,000 as expansion capital.






	•	 	Grantee will obtain all necessary approvals form the City of
Chicago as required under the Use Agreement for all expansion
projects.






	•	 	The Year-End Report will review and report the capital
expansion program for the previous year.





Commitments to Customers



MDE is committed to building a positive relationship with customers and
maintaining a high level of customer satisfaction. General complaints will be
responded to promptly and emergencies will be dealt with immediately.




Human Resource Related Commitments




Grantee will:





	•	 	Comply with its minority and women owned business enterprises obligations (MBE & WBE)






	•	 	Employ Chicago-based contractors for the majority of work required











	2 Amounts include the downtown Chicago operations but not the operation at
Midway Airport.




 









 











	•	 	Remain headquartered in Chicago






	•	 	Continue to employ union labor from International Union of Operating Engineers, Local 399






	•	 	Seek to appoint a prominent and well-respected citizen of the City of Chicago on the Board of Directors for
Grantee.