Common use of Spot Price Standard Clause in Contracts

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas or electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service at the beginning of the transaction. for electric supply and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to transportation; nominations; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, ISO and/or EDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( covers topic 7 “delivery obligations” ) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas or Electricity shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. (covers topic 25 – “early termination – cover costs”) PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas Gas or electricity Electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service hereunder at the beginning of the each transaction. for electric supply (covers topic 5 “switching and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. disclaimer”) [Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC DC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC DC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller Subject to Section 8, SSeller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to including transportation; nominationsnomination; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX DC from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, the ISO and/or EDCDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( (covers topic 7 “delivery obligations” ”) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.. (covers topic 15 “audits”)

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas or Electricity shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4__. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding the provisions of Section 3.2__, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 3.2__ and 3.3__, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. (covers topic 25 – “early termination – cover costs”) PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3__. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas Gas or electricity Electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service hereunder at the beginning of the each transaction. for electric supply (covers topic 5 “switching and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. disclaimer”) [Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC DC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC DC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Subject to Section 8, Seller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to including transportation; nominationsnomination; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX DC from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, the ISO and/or EDCDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( (covers topic 7 “delivery obligations” ”) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.. (covers topic 15 “audits”)

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas or electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service at the beginning of the transaction. for electric supply and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. With respect to each transaction, Seller will use commercially reasonable efforts to cause each EDC to take whatever steps are necessary to allow Seller to begin providing service at the beginning of the transaction and cease providing service at the end of the transaction. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to transportation; nominations; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX EDC from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, ISO and/or EDC. EDC on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( covers topic 7 “delivery obligations” ) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.

Spot Price Standard. 3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.44.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. PARTICULARS OF SERVICE Each transaction TRANSPORTATION, NOMINATIONS, AND IMBALANCES Seller shall be effectuated in accordance with have the procedures specified in Section 1 sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s). The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the Base Contractaffected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party. The terms of a transaction parties shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas or electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause each DC to take whatever steps are necessary to allow Seller to begin providing service at of such Imbalance Charges. If the beginning of the transaction. for electric supply and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or Charges were incurred by either party as a result of Buyer’s failure to so complyreceipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. (covers topic 8 “delivery interruptions”) Delivery Seller will arrange and be responsible for all services necessary for If the procurement and Imbalance Charges were incurred as a result of Seller’s delivery of Gas or Electricity to the Delivery Point; including, but not limited to transportation; nominations; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage quantities of Gas greater than or Electricity. less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer acknowledges that Seller is not responsible for delivery of Gas such Imbalance Charges paid by Receiving Transporter or Electricity by Xxx XX from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, ISO and/or EDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( covers topic 7 “delivery obligations” ) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas Parties shall be recovery of the following: (ia) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (iib) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section Paragraph 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4Paragraph 3.4(c) of this Gas Annex. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing partyParty’s invoice, which shall set forth the basis upon which such amount was calculatedcalculated If the Parties do not specify either Option A or Option B as applicable in the Gas Annex Cover Sheet, Option B shall apply. Notwithstanding Section 3.2In addition to Option A and Option B above, the parties Parties may agree to Alternative Damages provide for a Termination Event in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both partiesParties. The Transaction Confirmation containing the Termination Option Event will designate the length of nonperformance triggering the Termination Option Event and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas or electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service at the beginning of the transaction. for electric supply and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to transportation; nominations; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, ISO and/or EDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( covers topic 7 “delivery obligations” ) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas or Electricity shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.444.4. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.232.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 32.2 and 3.332.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. (covers topic 25 – “early termination – cover costs”) PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas Gas or electricity Electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service hereunder at the beginning of the each transaction. for electric supply (covers topic 5 “switching and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. disclaimer”) [Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC DC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC DC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller Subject to Section 8, SSeller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to including transportation; nominationsnomination; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX DC from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, the ISO and/or EDCDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( (covers topic 7 “delivery obligations” ”) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.. (covers topic 15 “audits”) TITLE, WARRANTY AND INDEMNITY All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving DC. All Electricity delivered by Seller shall be 60 Volt, three-phase, alternating current, consistent with any ISO requirements. (covers topic 9 “quality warranties”) EXCEPT AS PROVIDED IN HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED. (covers topic 30 “disclaimer of warranties”) Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury or property damage from said Gas or Electricity or other charges thereon which that attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or property damage from said Gas or Electricity or other charges thereon which that attach after title passes to Buyer. (covers topic 28 “indemnification”)

Spot Price Standard. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas or Electricity shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.4. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. (covers topic 25 – “early termination – cover costs”) PARTICULARS OF SERVICE Each transaction shall be effectuated in accordance with the procedures specified in Section 1 of the Base Contract. The terms of a transaction shall be as agreed to by the parties in the Base Contract and include the type of services to be supplied and the basis for those services, whether Firm or Interruptible. Each transaction shall also include (i) identification of Buyer Accounts, Facilities and meters, (ii) term, (iii) Contract Price and related provisions, and (iv) other special terms and conditions, if any. Each transaction shall be governed by the Transaction Confirmation, other contract documents and oral agreements as set forth in Section 1.3. (covers topic 6 “purchase and sale”) The parties agree that the DC determines when the Buyer will be switched to Seller for its gas Gas or electricity Electricity supply, and that such switch will occur in accordance with the DC’s Rules and practices regarding the switching of customers to suppliers. Therefore, Seller shall begin delivery of Gas or Electricity to Buyer on the date the EDC DC switches the Buyer to Seller. With respect to each transaction, Seller will use commercially reasonable efforts to cause each DC to take whatever steps are necessary to allow Seller to begin providing service hereunder at the beginning of the each transaction. for electric supply (covers topic 5 “switching and continue delivery of Electricity until the meter read date in the service end month/year. The earliest date that Buyer could be switched is upon its regularly scheduled meter read date that occurs during the service start month/year specified in a transaction. disclaimer”) [Note: [Consider responsibility for terminating service or initiating service with a new supplier.] (covers topic 5 “switching and disclaimer”) The parties agree that the EDC determines when the Buyer will be switched to Seller for its electricity supply, and that such switch will occur in accordance with the EDC’s Rules and practices regarding the switching of customers to suppliers. The process may include, as necessary and without limitation, recognizing Seller as Buyer’s electric supplier and/or limited agent; processing and acting on direct access service requests; installation of meters and the final meter read date. The parties acknowledge and agree that this Contract contemplates the purchase and sale of Gas or Electricity to meet Buyer's consumption attributable to Buyer's Accounts specified in the Transaction Confirmation. (covers topic 6 “purchase and sale”) Buyer shall promptly notify Seller of, and fully comply with, all Transporter or EDC DC curtailment or interruption orders or similar notices received by Buyer from Transporter or EDC DC requiring the interruption or curtailment of Buyer’s Gas or Electricity usage at any Account and pay any and all Energy Imbalance charges imposed upon or incurred by either party as a result of Buyer’s failure to so comply. (covers topic 8 “delivery interruptions”) Delivery Seller will arrange and be responsible for all services necessary for the procurement and delivery of Gas or Electricity to the Delivery Point; including, but not limited to including transportation; nominationsnomination; confirmations; scheduling; transmission and ancillary services; imbalance services; and arrangement of billing services for all charges and notices related to Buyer’s usage of Gas or Electricity. Buyer acknowledges that Seller is not responsible for delivery of Gas by Receiving Transporter or Electricity by Xxx XX DC from the Delivery Point to Buyer’s facilities. In addition, Seller must satisfy all obligations that are imposed by Transporter, the ISO and/or EDCDC. on competitive generators and make all necessary arrangements for scheduling the delivery of Electricity through the local control area.( (covers topic 7 “delivery obligations” ”) Audit A party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and xxxxxxxx shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or xxxxxxxx are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas or Electricity delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days after Notice and substantiation of such inaccuracy.. (covers topic 15 “audits”)