General Terms and Conditions
1. Definitions.
“Ancillary Services And Other |SO Costs” means for any billing period the
applicable charges regarding ancillary services as set forth in the applicable
ISO Open Access Transmission Tarif ("OATT") and for other ISO costs not
otherwise included in any of the defined cost components in this Agreement
We will reasonably determine your Accounts monthly Ancillary Services And
Other 1SO Costs based on the Accounts $/kWh share of costs for Ancillary
Services And Other ISO Costs or otherwise reasonable allocafion method as
we may detgrmine from time to time based on how Ancillary Services And
Other |SO Costs are assessed by the ISO,
“Auction Revenue Rights” means revenue credits resuling from the annual
financial transmission rights aucion conducted by the ISO that are applicable
with respect transmission peak load contibuton..
“Capacity Costs” means a charge for fulfilling the capacity requirements for
the Accounts) imposed by the ISO or otherwise.
“Energy Costs” means a charge ior the cost lems included in the locatonal
Marginal Price for the ISO zone identified in the Account Schedule
“FERC Order 745 Costs” means any costs or charges imposed by the ISO in
accordance with complying with the provisions of Federal Energy Regulatory
Commission ("FERC") in Order No. 745 18 CFR Part 35 (March 15, 2011).
Any modifications or conditions to the treatment of FERC Order 745 Costs
under the ISO ‘tariff or otherwise shall be deemed a change in law pursuant to
Secion 5 of the General Terms and Conditions of this Agreement
“$0” means the independent system operator or regional transmission
organization responsible for the service territory governing an Account, or any
successor or replacement entity.
“Line Loss Costs” means the costs (to the extent not already captured in the
applicable Energy Costs) applicable io each Account based on the kWh
diference between the UDC metered usage and the ISO setlement
volumes. If Line Loss Costs are “Fixed,” the Line Loss Costs are included in
the Energy Costs and will not be invoiced as a separate line item. if Line Loss
Costs are “Passed Through,” the Line Loss Costs wil be invoiced as a
separate line lem and calculated based on the applicable fixed price or
locational marginal price for the corresponding usage,
“Non Time Of Use” or “NTOU” means all hours of each day.
“Off Peak” means all hours other than Peak hours.
“Peak” means the hours designated as peak from time fo ima by the UDC.
“Renewable Portfolio Standards Costs” means the costs associated with
meefng renewable portolio standards costs at the levels required by currently
applicable Law. If Renewable Portolio Standards Costs are not included in
the contract price, such costs for a parfcular month will be the product of (i)
fhe Monthly RPS Price; and (i) an Accounts monthly kWh usage. The
Monthly RPS Prica is the price of renewable portfolio standards compliance
for the Account for a paricular month, fixed by reference fo the renewable
portolio standards forward price curve for the state where the Account is
located.
“Taxes” means all federal, state, municipal and local faxes, dufes, fees,
levies, premiums or other charges imposed by any governmental authority,
directly or indirecty, on or with respect fo the electricity and related products
and services provided under this Agreement, including any faxes enacted
afer the date we entered into this Agreement
“Transmission Loss Credits” means the credit amounts applicable to the
Accounts under the ISO's marginal loss construct.
“UDG” means your local electic distribution utlity owning and/or controlling
and maintaining the distibufon system required for delivery of electicily to
the Accounts.
"UDC Charges” means all UDC cosis, charges, and fees, due under UDC's
delivery services rates associated with your use of UDC’s distribufon network,
all as defined by the UDC farifs, and any similar or related charges the UDC
may impose from time to time
“Winter Reliability Program Costs" means those cosis or charges that are
incurred by load serving enfifes in the NE ISO service territory under the NE
ISO's “Winter Reliability Program’ as proposed or implemented during the
fermof this Agreement If Winter Reliability Program Costs are fixed under
this Agreement, any material addifons, modifcaions or conditions to the
treatment of Winter Reliability Costs under the NE ISO tariff or otherwise fom
the applicable Winter Reliability Program as last accepted or approved by
FERC (or, if not yet accepted or approved, as last proposed by the NE ISO)
as of the date of this Agreement shall be deemed a Change in Law pursuant
fo Section 5 below,
2, Cash deposit and other security. At any ime, we may require that you
provide Information fo us so that we may evaluale your creditworthiness, We
reserve the right fo require that you make a cash deposit or provide other
security acceptable to us if your financial obligations tp us increase under this
Agreement, or if, in our opinion, your credit, payment history, or ability to pay
your bills as they come due becomes a concern. You will deliver any required
cash deposit or other required security (or any increase therein) within three
(3) business days of our request
3, Default under this Agreement. You will be in default under this
Agreement if you fail o: pay your bills on ime and in full; provide cash
Geposis or other security as required by Section 2 above; or perform all
material obligations under this Agreement and you do not cure such default
within 5 days of writen nofice from us; or if you declare or file for bankruptry
or otherwise become insolvent or unable to pay your debts as they come due.
We will be in default under this Agreement if we fail to perform all material
obligations under this Agreement and do not cure such default within 5 days
writen notice from you, or if we declare or file for bankruptcy or otherwise
become insolvent or unable fo pay our debls as they come due.
4. Remedies upon default. If you are in default under this Agreement, in
addiion to any other remedies available to us, we may terminate this
Agreement entirely, or solely wih respect to those Accounts adversely
afiected by such default, and switch your Account{s) back t UDC service
(consistent with applicable regulations and UDC practices); and/or require that
you compensate us for all losses we sustain due to your default, including the
following:
. payment of all amounts you owe us for electricity provided fo you
' when the Agreement is terminated early (entirely or as t certain
Accounts), payment of an amount (that we will calculate using our reasonable
judgment) equal fo the positive diference between (A) the dollar amount you
would have paid to us under this Agreement had it not been terminated early
and (B) the dollar amount we could resell such electricity for to a third party
under then-current market conditions; and
' all costs (incuding attorneys’ fees, expenses and court costs) we
incur in collecing amounts you owe us under this Agreement
The paries agree that any early termination payment determined in
accordance with this Section is a reasonable approximation of harm or loss,
FOR INTERNAL USE ONLY
©2016 Constellation Energy Resources, LLC Allrights reserved.
Errors and omissions excepted. Std. Short Form_v.2010 Rev Mar-01-2016
Sales Rep: Cralg Brazell 117636.46911.0 Printed: 9/45/2016
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