General Terms and Conditions
1. Definitions.
“Ancillary Services And Other 1SO Costs” means for any biling period the
applicable charges regarding ancillary services as set forth in the applicable
ISO Open Access Transmission Tariff ("OATT’) and for other ISO costs not
otherwise included in any of the defned cost components in this Agreement
We will reasonably determine your Accounts monihly Ancilary Services And
Other 1SO Costs based on the Accounts $/kWh share of costs for Ancilary
Services And Other ISO Costs or otherwise reasonable allocation method as
we may determine fom time to fme based on how Ancillary Services And
Other ISO Costs are assessed by the ISO.
“Auction Revenue Rights” means revenue credits resulfng from the annual
financial tansmission rights auction conducted by the ISO that are applicable
with respect fo transmission peak load contributon.,
“Capacity Costs” means a charge for fulfilling the capacity requirements for
the Account{s) imposed by the ISO or otherwise.
“Energy Costs” means a charge for the cost items included in the locafonal
Marginal Price for the ISO zone identified in the Account Schedule
“FERC Order 745 Costs” means any costs or charges imposed by the {SO 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 modifcatons or conditions the treatment of FERC Order 745 Cos's
under the ISO tariff or otherwise shall be deemed a change in law pursuant fo
Section 5 of the General Terms and Condifons of this Agreement
“ISO” means fhe independent system operator or regional transirission
organization responsible for the service territory governing an Account, or any
successor or replacement entity.
“Line Loss Costs” means the costs (to fhe extent not already captured in the
applicable Energy Costs) applicable to each Account based on the kWh
difference between the UDC metered usage and the ISO seffement
volumes. if Line Loss Costs are “Fixed,” the Line Loss Costs are included in
fhe 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 item and calculated based on the applicable fxed price or
locational marginal price for the corresponding usage.
“Non Time Of Use” or "NTOU” means all hours of each day.
“Off Peak” means ali hours other than Peak hours.
“Peak” means the hours designated as peak from time fo fme by the UDC.
“Renewable Portfolio Standards Costs” means the costs associated with
meeting renewable portolio standards costs at the levels required by currently
applicable Law. If Renewable Porfolio 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 Price is the price of renewable portiolio standards compliance
for the Account, for a particular month, fxed by reference to the renewable
portiolio standards forward price curve for the state where the Account is
located,
“Taxes” means all federal, siats, municipal and local taxes, dufes, fees,
levies, premiums or other charges imposed by any governmental authority,
direcly or indirectly, on or with respect to the electicity and related products
and services provided under this Agreement, including any faxes enacted
afer the daie we entered into this Agreement
“Transmission Loss Credits” means the credit amounts applicable the
Accounts under the ISO’s marginal joss construct.
“UDG” means your local electric distribution utility owning and/or controling
and trainiaining the distibufon system required for delivery of electricity to
the Accounts.
“UDC Charges” means all UDC costs, charges, and fees, due under UDC’s
delivery services rates associated wih your use of UDC’s distibution network,
all as defined by the UDC tariffs, and any similar orrelated charges the UDC
tray impose from fime to time
“Winter Reliability Program Costs" means those costs or charges that are
incurred by load serving entiies in the NE ISO service territory under the NE
ISO's “Winter Reliability Progran’ as proposed or implemented during the
fermof this Agreement If Winter Reliability Program Costs are fxed under
this Agreement, any material addifons, modifications or conditions to the
treatment of Winter Reliability Costs under the NE ISO tariff or otherwise fom
fhe applicable Winter Reliability Program as last accepted or approved by
FERC (or, if not yet accepted or approved, as last proposed by the NE {SO)
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 fme, we may require that you
provide information to us so that we may evaluate your creditworthiness. We
reserve the right fo require that you make a cash deposit or provide other
security acceptable fo us if your financial obligatons to 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 oiher 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 f you fail to: pay your bills on ime and in ul: provide cash
depasits or other security as required by Secion 2 above; or perform al
material obligations under this Agreement and you do not cure such default
within 5 days of written notice ftom us; or if you declare or file for bankruptcy
or otherwise become insolvent or unable pay your debts as they come due.
We will be in default under this Agreement if we fail fo perform all material
obligafons 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 to pay our debts as they come due.
4. Remedies upon default. If you are in default under this Agreement, in
addiion to any other remedies available t us, we may terminate this
Agreement entirely, or solely with respect fo those Accounts adversely
affected by such default, and switch your Accounts) back f UDC service
(consistent wih applicable regulations and UDC practices); and/or require that
you compensate us for all losses we sustain due to your default, induding the
following:
. payment of all amounts you owe us for electricity provided t you;
. when the Agreement is terminated early (entrely or as to certain
Accounts}, payment of an amount (that we will calculate using our reasonable
judgmen§ equal to the postive diference between (A) the dollar amount you
would have paid fo us under this Agreement had it not been terminated early
and {B) the dollar amount we could resell such electricily for fo a third parly
under then-current market condifons; and
‘ all costs (including aiorneys’ fees, expenses and court costs) we
incur in collecing amounts you owe us under this Agreement
The parfes agree that any early termination payment determined in
accordance with this Secion is a reasonable approximation of harm or loss,
FOR INTERNAL USE ONLY
©2016 Constellaton Energy Resources, LLC Allrights reserved.
Errors and omissions excepted. Std, Short Form_y.2010 Rev Mar01-2016
Sales Rep: Craig Brazel 117636.46911.0 Printed: 9/15/2016
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