MEMORANDUM OF UNDERSTANDING
This
Memorandum of Understanding (“MOU”) is entered into this 20th day of July, 2007,
by and between Northern Illinois Gas Company d/b/a Nicor Gas Company (“Nicor”)
and Commonwealth Edison Company (“ComEd”) (collectively, the “Utilities”) to
reflect the agreement, in principle, entered into by Nicor and ComEd concerning
allocation of certain costs
relating to the remediation of particular manufactured gas plant sites (“Sites”)
in Illinois.
The
terms
“Shared Costs,” “Final Cost Allocation,” and “Coordinator/Utility,” as used
anywhere in this MOU, have the same meaning that they have in the Utilities’
Interim Cooperative Agreement dated October 28, 1993, as amended.
1. With
respect to the Sites listed on Attachment A hereto, the Final Cost Allocation
shall be and shall result in Nicor being responsible for 51.73 percent, and
ComEd being responsible for 48.27 percent, of any and all past and future Shared
Costs.
2. With
respect to the Sites listed on Attachment B hereto, the Final Cost Allocation
shall be and shall result in Nicor being responsible for 0 percent, and ComEd
being responsible for 100 percent, of any and all past and future Shared Costs.
ComEd will become the Coordinator/Utility at any and all Sites listed on
Attachment B other than the site described on Attachment B as “MGP Site at
Clinton and Xxxxxxx, Ottawa, Illinois.”
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3. With
respect to Shared Costs that do not relate exclusively either to the Sites
listed on Attachment A or to the Sites listed on Attachment B, but rather relate
to the Utilities’ MGP remediation program in general (“Program Costs”), the
Final Cost Allocation shall be and shall result in Nicor being responsible
for
50 percent, and ComEd being responsible for 50 percent, of any and all past
and
future Shared Costs.
4. The
Utilities will use the Final Cost Allocations described herein in all future
Illinois Commerce Commission (“ICC”) rate reconciliation proceedings.
5. This
MOU
is subject to the negotiation of a definitive Settlement Agreement inclusive
of,
but not limited to, terms consistent with those set forth in this MOU. The
Utilities agree to use their best efforts and to act in good faith promptly
to
negotiate and execute such a Settlement Agreement on or before September 10,
2007.
6. The
Settlement Agreement will be subject to and contingent upon approval by the
ICC.
The Utilities agree to use their best efforts and to act in good faith promptly
to seek and obtain such approval. In the event that the ICC does not approve
the
Settlement Agreement, the Settlement Agreement and this MOU will be
void.
7. On
the
date of ICC approval of the Settlement Agreement, to the extent that either
Utility has paid more or less than the amounts determined by the percentages
in
paragraphs 1 through 3 of this MOU, appropriate credits and debits, if required,
will be made promptly to reflect the agreed upon percentage of each Utility’s
Final Cost Allocation, as specified in paragraphs 1 through 3 of this MOU.
These
credits and debits will be reflected in invoices for future remediation costs
at
Sites listed on Attachment A.
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8. If,
before the ICC approval contemplated by this MOU becomes final and
non-appealable, the Illinois General Assembly approves a change in Illinois
law
such that either party reasonably anticipates that it may be prevented by such
change from obtaining, in whole or in part, recovery from customers of Shared
Costs, then either party so potentially affected by such legislative action
shall have the right to terminate this MOU and the Settlement Agreement, by
giving notice of such termination to the other party within thirty (30) days
of
such change. In the event of such termination, neither Utility shall have any
continuing obligation under either this MOU or the Settlement Agreement.
9. The
Utilities will promptly notify the arbitrators who are presiding over the
Arbitration that is currently pending and captioned Northern
Illinois Gas Company v. Commonwealth Edison Company, CPR
File
No. G-06-26H, that the Utilities have entered into this MOU, and will request
that the arbitrators stay the Arbitration pending negotiation, execution, and
ICC review and approval of the Settlement Agreement.
10.
The
Settlement Agreement will provide that, subject to the provisions of paragraph
8
hereof, once a final Order of the ICC approving the Settlement Agreement becomes
final and non-appealable, (A) the Utilities will request that the Arbitration
be
dismissed with prejudice, and (B) mutual releases, specified in the Settlement
Agreement, releasing all claims for liability with respect to Shared Costs
(other than as may arise out of the Settlement Agreement), will become
effective.
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11. In
the
event the ICC rejects the Settlement Agreement, or in the event of termination
of this MOU and the Settlement Agreement as provided in paragraph 8 hereof,
either Utility may reinstate the Arbitration,
in which
case neither Utility will be deemed to have waived any claim, right, or defense
as a result of this MOU or the Settlement Agreement, and neither this MOU nor
the Settlement Agreement nor any communication or document related to either
will be admissible in any way in any reinstated Arbitration.
Executed
as of the date set forth above.
COMMONWEALTH
EDISON COMPANY
By
/s/
XXXXXX X. XXXXXXXX
Xxxxxx
X.
Xxxxxxxx
NORTHERN
ILLINOIS GAS COMPANY d/b/a Nicor Gas Company
By
/s/
XXXX X. XXXXXX, XX.
Xxxx
X.
Xxxxxx, Xx.
Senior
Vice President and General Counsel
July
24,
2007
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ATTACHMENT
A*
| 1. |
Aurora
Gas Light Company, River St. at North Avenue Bridge,
Aurora
|
| 2. |
Belvidere
Gas, Light & Fuel, Locust Street,
Belvidere
|
| 3. |
Chicago
Heights Gas Company, 00xx & Xxxxx Xxxxxx, Xxxxxxx
Xxxxxxx
|
| 4. |
Cicero
gas Company, Xxxxxxx & Xxxxxxxx, Xxx
Xxxx
|
| 0. |
Coal
Products manufacturing Company, North Broadway,
Lockport
|
| 6. |
Freeport
Gas, Light & Coke Company, Liberty & Xxxxxxx St.,
Freeport
|
| 7. |
Geneseo
Electric Light & Gas Company, Oakwood & First St.,
Geneseo
|
| 8. |
Illinois
Northern Utility Company, Market & 14th,
DeKalb
|
| 9. |
Illinois
Northern Utilities Company, 227 Xxxxxx,
Xxxxxxxx
|
| 10. |
Joliet
Gaslight Company, Station B, North Broadway & Xxxxxxx St.,
Joliet
|
| 11. |
Xxxxxxxx
Xxx Xxxxxxx, Xxxxx & Xxxxxxxx Xx.,
Xxxxxxxx
|
| 00. |
LaGrange
Gas Company, 47th & Bluff St.,
LaGrange
|
| 13. |
Lemont
Gas, Light Company, Main & Lockport Rd.,
Lemont
|
| 14. |
Lincoln
Water, Light & Gas Company, Sangamon & Dacatur St.,
Lincoln
|
| 15. |
Lockport
Gas Company, 17th & I & M Canal,
Lockport
|
| 16. |
Mendota
Gas Company, Fifth St. & Ninth Ave.,
Mendota
|
| 17. |
Xxxxxx
gas Company, Nettle & Xxxxxxx St.,
Xxxxxx
|
| 18. |
Xxxxxxxx
Gas & Electric, Market & S. Orange,
Xxxxxxxx
|
| 19. |
Northwestern
Gas, Light & Coke Company, 000 Xxxxx Xx.,
Xxxxxxxx
|
| 20. |
Northwestern
Gas, Light & Coke Company,
Maple & Vermont, Blue Island
|
| 21. |
Northwestern
Gas, Light & Coke Co./Niles Center Station, Oakton St. & XxXxxxxxx
Blvd., Skokie
|
| 22. |
Ottawa
Gas, Light & Coke Company, Illinois & Xxxxxx St.,
Ottawa
|
| 23. |
Pontiac
Light & Water Company, Xxxxxxxxxx & Water St.,
Pontiac
|
| 24. |
Streator
Gas, Light & Coke Co., Water St. & Xxxxxxxxxx Xx.,
Streator
|
* The Utilities are not admitting at any of these sites or, except as otherwise provided in this MOU, waiving any rights or defenses.
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ATTACHMENT
B*
| 1. |
MGP
Site on Coal Gas Road, DuQuoin,
Illinois
|
| 2. |
MGP
Xxxx xx Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxx
|
| 3. |
MGP
Xxxx xx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx
|
| 4. |
MGP
Site at Clinton and Xxxxxxx, Ottawa,
Illinois
|
| 5. |
Xxxxx
I (2nd St.)
|
| 6. |
Dixon
II (River & Perry)
|
| 7. |
DuQuoin
(Chestnut)
|
| 8. |
Elgin
TDC-570-0044
|
| 9. |
Kenilworth
|
| 10. |
Mendota
(Main St.)
|
| 11. |
Murphysboro
I (Walnut)
|
| 12. |
Murphysboro
II (Big Muddy)
|
| 13. |
Rockford
(Avon & Cedar)
|
| 14. |
Rockford
II (Mulberry)
|
* The
Utilities are not admitting liability at any of these sites or, except
as
otherwise provided in this MOU, waiving any rights or defenses.
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