Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Agreement" means this Infrastructure Cost-Sharing Agreement, including all Exhibits attached hereto and incorporated herein by reference, as the same may be amended, modified

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings, captions, and titles of the Articles, Sections, and Exhibits of this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement. (b) Unless the context otherwise requires, words importing the singular number shall inclu

ARTICLE II — SCOPE OF DISTRIBUTION UPGRADES

Section 2.1 — Description of Distribution Upgrades The Distribution Upgrades to be performed under this Agreement are described in detail in Exhibit A, which is attached hereto and incorporated herein by reference. The Distribution Upgrades shall encompass all improvements, modifications, and additions to Prairie Shore's distribution system that are necessary to enable Prairie Shore to deliver the New Load to each of

Section 2.2 — Engineering Basis The Distribution Upgrades have been scoped and estimated in accordance with the Interconnection Study prepared by Creston Engineering Group, Inc., under the direction of Martin J. Sadowski, P.E., Lead Engineer and Project Director. The Interconnection Study evaluated the existing capacity and configuration of Prairie Shore's distribution system at and serving each Depot Location, ident

Section 2.3 — Separation of Upgrade Work and Charging Infrastructure The Parties acknowledge and agree that the Distribution Upgrades covered by this Agreement are distinct from, and shall not include, MTDC's Charging Infrastructure. The Distribution Upgrades relate solely to improvements to Prairie Shore's distribution system up to and including each Point of Interconnection. MTDC shall be solely responsible for the

Section 2.4 — Modifications to Scope Any material modification to the scope of the Distribution Upgrades as set forth in Exhibit A shall require the prior mutual written consent of both Parties. For purposes of this Section 2.4, a "material modification" shall include any change that (a) increases or decreases the estimated Total Upgrade Cost by more than five percent (5%), (b) alters the New Load allocation at any D

Section 3.1 — Total Upgrade Cost The Parties acknowledge and agree that the estimated Total Upgrade Cost for all Distribution Upgrades across the three Depot Locations is Twelve Million Three Hundred Thousand Dollars ($12,300,000), as determined by the Interconnection Study prepared by Creston. This amount represents the Parties' current best estimate of the total cost of the Distribution Upgrades and is subject to a

Section 3.2 — MTDC Share MTDC shall bear sixty percent (60%) of the Total Upgrade Cost, equal to Seven Million Three Hundred Eighty Thousand Dollars ($7,380,000) (the "MTDC Share"), subject to adjustment pursuant to Article IV. The MTDC Share shall be paid by MTDC to Prairie Shore in accordance with the payment schedule set forth in Article V and Exhibit C.

Section 3.3 — Prairie Shore Share Prairie Shore shall bear forty percent (40%) of the Total Upgrade Cost, equal to Four Million Nine Hundred Twenty Thousand Dollars ($4,920,000) (the "Prairie Shore Share"), subject to adjustment pursuant to Article IV. The Prairie Shore Share shall be funded by Prairie Shore from its own capital expenditure budget in accordance with Section 5.2 of this Agreement.

Section 3.4 — Allocation by Depot Location The estimated upgrade costs for each Depot Location, and the corresponding allocation of the MTDC Share and the Prairie Shore Share at each location, are as set forth in the cost breakdown table included in Exhibit A. The sixty percent (60%) MTDC / forty percent (40%) Prairie Shore cost-sharing split shall be applied consistently and uniformly at each Depot Location. The pre

Section 3.5 — Rationale for Cost-Sharing Split The Parties acknowledge that the sixty percent (60%) MTDC / forty percent (40%) Prairie Shore cost-sharing allocation reflects the proportional benefit that each Party derives from the Distribution Upgrades. Specifically: (a) MTDC, as the primary beneficiary of the new charging capacity, bears the larger share because the Distribution Upgrades are being constructed princ

ARTICLE IV — COST ADJUSTMENTS AND TRUE-UP

Section 4.1 — Preliminary Cost Estimates vs. Actual Costs The Parties acknowledge that the Total Upgrade Cost of Twelve Million Three Hundred Thousand Dollars ($12,300,000) is an estimate based on the Interconnection Study and reflects preliminary engineering, prevailing material and labor costs, and assumptions regarding permitting and construction conditions as of the date of the Interconnection Study. Actual costs

Section 4.2 — Cost Overruns (a) If the actual Total Upgrade Cost exceeds the estimated Total Upgrade Cost of $12,300,000 by an amount up to and including ten percent (10%) of the estimated Total Upgrade Cost (i.e., up to One Million Two Hundred Thirty Thousand Dollars ($1,230,000), for a total actual cost of up to $13,530,000), such cost overrun shall be allocated between the Parties on the same sixty percent (60%) M

Section 4.3 — Cost Underruns If the actual Total Upgrade Cost is less than the estimated Total Upgrade Cost of $12,300,000, each Party shall benefit proportionally from the cost savings in accordance with the sixty percent (60%) MTDC / forty percent (40%) Prairie Shore cost-sharing allocation. MTDC's aggregate payment obligation shall be reduced to sixty percent (60%) of the actual Total Upgrade Cost, and Prairie Sho

Section 4.4 — True-Up Mechanism (a) Within ninety (90) days after the completion of all Distribution Upgrades at all three Depot Locations and the issuance of the final Milestone Completion Certificate for Milestone 4 (Final Completion) under Exhibit D, Prairie Shore shall prepare and deliver to MTDC a final cost reconciliation statement (the "True-Up Statement"). The True-Up Statement shall set forth, in reasonable

Section 5.1 — MTDC Payment Schedule MTDC's total payment obligation of Seven Million Three Hundred Eighty Thousand Dollars ($7,380,000) (the MTDC Share, subject to adjustment pursuant to Article IV) shall be paid to Prairie Shore in installments tied to the following construction milestones, as further detailed in Exhibit C: (a) Milestone 1 — Notice to Proceed: Twenty percent (20%) of the MTDC Share, equal to One Mil

Section 5.2 — Prairie Shore Investment Prairie Shore's total funding obligation of Four Million Nine Hundred Twenty Thousand Dollars ($4,920,000) (the Prairie Shore Share, subject to adjustment pursuant to Article IV) shall be funded from Prairie Shore's capital expenditure budget. Prairie Shore shall be responsible for ensuring that adequate funds are committed and available to complete the Distribution Upgrades in

Section 5.3 — Late Payments Any payment due under this Agreement that is not received by the applicable due date shall bear interest from and after the due date at a rate equal to the prime rate as published in The Wall Street Journal on the first business day of the month in which payment was due, plus two percent (2%) per annum, compounded monthly, until paid in full. The payment of interest on late payments shall

Section 5.4 — Disputed Amounts In the event of a bona fide dispute regarding any amount payable under this Agreement, the undisputed portion of the amount shall be paid when due. The Party disputing any portion of an invoice or payment request shall provide written notice to the other Party specifying in reasonable detail the basis for the dispute within the applicable payment period. The Parties shall use good-faith

ARTICLE VI — CONSTRUCTION RESPONSIBILITIES

Section 6.1 — Prairie Shore as Constructing Party Prairie Shore shall be responsible for the design, engineering, procurement, construction, testing, and commissioning of all Distribution Upgrades on Prairie Shore's distribution system, from the substation level through and including each Point of Interconnection. Prairie Shore shall perform the Distribution Upgrades in a good and workmanlike manner, in accordance wi

Section 6.2 — MTDC Construction Obligations MTDC shall be solely responsible for all site preparation and civil work at the Depot Locations that is necessary to accommodate the Points of Interconnection, including grading, paving, foundation work, conduit stubs, and related site improvements. MTDC shall coordinate the timing and sequencing of its site preparation work with Prairie Shore's Construction Schedule to ens

Section 6.3 — Construction Timeline The Construction Schedule for the Distribution Upgrades is set forth in Exhibit B. The target date for substantial completion of all Distribution Upgrades shall be no later than [__], 2024, contingent upon (a) timely satisfaction of the Conditions Precedent set forth in Article VII, (b) continued availability of the FTA Grant, (c) timely receipt of all required permits and regulato

Section 6.4 — Coordination The Parties shall designate the following individuals as their respective project managers for purposes of coordinating the design, engineering, and construction of the Distribution Upgrades and the Charging Infrastructure: (a) MTDC Project Manager: Raymond K. Mosley, Director of Capital Programs, Metropolitan Transit Development Corporation, 200 West Adams Street, Suite 2400, Chicago, Illi

Section 6.5 — Permits and Approvals Each Party shall be responsible for obtaining all permits, licenses, approvals, and regulatory authorizations that are necessary to perform its respective scope of work under this Agreement. Without limiting the generality of the foregoing: (a) Prairie Shore shall be responsible for obtaining all permits and approvals required for the Distribution Upgrades on Prairie Shore's distri

Section 6.6 — Access to Depot Locations MTDC shall grant Prairie Shore and its authorized contractors and subcontractors reasonable access to the Depot Locations for the purpose of performing the Distribution Upgrades, including surveying, engineering inspections, equipment delivery, construction activities, testing, and commissioning. All access shall be subject to MTDC's operational requirements, safety protocols,

ARTICLE VII — CONDITIONS PRECEDENT

Section 7.1 — Conditions Precedent to Effectiveness This Agreement shall not become effective, and neither Party shall have any binding obligation hereunder (other than the obligations set forth in Article XV (Confidentiality) and Section 16.2 (Entire Agreement), which shall become effective upon execution), until each of the following conditions precedent (collectively, the "Conditions Precedent") has been satisfied

Section 7.2 — Deadline for Satisfaction All Conditions Precedent set forth in Section 7.1 must be satisfied or waived on or before [__], 2024 (the "Outside Date"). If all Conditions Precedent have not been satisfied or waived by the Outside Date, either Party may terminate this Agreement by written notice to the other Party in accordance with Section 10.1, and, upon such termination, neither Party shall have any furt

Section 7.3 — Waiver of Conditions Any Condition Precedent may be waived only by the Party or Parties for whose benefit such condition exists, by written notice delivered to the other Party. The waiver of any Condition Precedent shall not constitute a waiver of any other Condition Precedent or of any other right or remedy under this Agreement. (a) Conditions Precedent (a), (c), (f), and (g) exist for the benefit of b

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party, as of the date of execution of this Agreement, as follows: (a) Organization and Good Standing. It is duly organized, validly existing, and in good standing under the laws of the State of Illinois, and has all requisite power and authority to own, lease, and operate its properties and assets and to carry o

Section 8.2 — MTDC Representations and Warranties MTDC hereby represents and warrants to Prairie Shore, as of the date of execution of this Agreement, as follows: (a) Status. MTDC is an Illinois municipal corporation and public transit authority duly created and existing under the Metropolitan Transit Development Act, 70 ILCS 3615, with the statutory authority to acquire, construct, operate, and maintain a public tra

Section 8.3 — Prairie Shore Representations and Warranties Prairie Shore hereby represents and warrants to MTDC, as of the date of execution of this Agreement, as follows: (a) Status. Prairie Shore is an investor-owned electric utility duly organized and existing under the laws of the State of Illinois, authorized to provide electric distribution and delivery services in its service territory, and regulated by the IC

Section 9.1 — MTDC Indemnification MTDC shall indemnify, defend, and hold harmless Prairie Shore and its officers, directors, employees, agents, and representatives (collectively, the "Prairie Shore Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Losses") arisin

Section 9.2 — Prairie Shore Indemnification Prairie Shore shall indemnify, defend, and hold harmless MTDC and its officers, directors, employees, agents, and representatives (collectively, the "MTDC Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach by Prairie Shore of any representation, warranty, covenant, or obligation under this Agreement; (b)

Section 9.3 — Indemnification Procedures (a) Notice. A Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the other Party (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification is sought. Such notice shall describe the claim in reasonable detail and shall include copies of any relevant documents, pleadings, or correspondence. The fa

Section 9.4 — Limitations on Liability (a) Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH D

Section 10.1 — Termination for Failure of Conditions Precedent If all Conditions Precedent set forth in Section 7.1 have not been satisfied or waived on or before the Outside Date, either Party may terminate this Agreement by delivering written notice of termination to the other Party. Such termination shall be effective upon delivery of such notice.

Section 10.2 — Termination upon Rescission or Loss of FTA Grant If at any time the FTA rescinds, suspends, or materially reduces the FTA Grant (Grant Award Number IL-2023-0067-00) such that the remaining available grant funds are insufficient to fund Phase 1, either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. For purposes of this Section 10.2, a "material reducti

Section 10.3 — Termination upon Withdrawal or Denial of ICC Application (a) If MTDC withdraws its Verified Petition for Approval of Electrification Infrastructure and Interconnection in ICC Docket No. 23-0214, this Agreement shall automatically terminate on the date of such withdrawal, without the need for any further action by either Party. (b) If the ICC issues a final order denying MTDC's Verified Petition in ICC

Section 10.4 — Termination for Material Breach Either Party may terminate this Agreement upon sixty (60) days' prior written notice to the other Party if the other Party materially breaches any of its representations, warranties, covenants, or obligations under this Agreement and fails to cure such breach within the sixty-day notice period. The notice of termination shall specify in reasonable detail the nature of th

Section 10.5 — Termination for Excessive Cost Overruns In accordance with Section 4.2(c), if the actual Total Upgrade Cost exceeds the estimated Total Upgrade Cost by more than fifteen percent (15%) (i.e., the actual Total Upgrade Cost exceeds Fourteen Million One Hundred Forty-Five Thousand Dollars ($14,145,000)), either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Part

Section 10.6 — Effect of Termination Upon termination of this Agreement for any reason: (a) Each Party shall bear its own costs and expenses incurred prior to the effective date of termination, except as otherwise provided in this Section 10.6. (b) Prairie Shore shall retain ownership of any Distribution Upgrades that have been completed or partially completed on Prairie Shore's distribution system as of the effectiv