EXHIBIT 10.19
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT.
CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
CONFIDENTIAL
MASTER AGREEMENT
BETWEEN
DTE - CoEnergy
AND
GREEN MOUNTAIN ENERGY RESOURCES L.L.C.
This Master Agreement ("Agreement") is executed as of the date set forth
below by and between DTE-CoEnergy, L.L.C ("Supplier") and Green Mountain Energy
Resources L.L.C. ("Green Mountain") and, together with Supplier, (the
"Parties"). This Agreement sets forth the agreement of the Parties concerning
the sale and delivery of capacity and associated energy by Supplier to Green
Mountain under the terms and conditions set forth below. Sales by Supplier will
be made pursuant to Supplier's FERC Rate Schedule No 1.
1. Definitions:
Actual Metered Load: The amount of energy actually delivered to Designated
Green Mountain Customers, as measured at the Designated Green Mountain
Customers' meters.
Customer Groups: Collections of Designated Green Mountain Customers
corresponding to the calendar month in which they begin to receive service.
Clean Power Resources: Electric generation facilities that are fueled by
Natural Gas-fired Resources and/or Water Resources.
Cumulative Estimated Energy Requirements ("CEER"): The estimated annual
energy requirements of Designated Green Mountain Customers, based upon
historical data where available, and otherwise based on estimated data using
customer averages for the corresponding EDC calculated from customers for which
historical data is available.
Designated Green Mountain Customers: Green Mountain Load Profiled Retail
Customers in the Pennsylvania EDC service territories, that sign up for
deliveries of energy that are supplied by Clean Power Resources, Renewable
Resources and New Renewable Resources that are allocated to Supplier for each
Measurement Period.
Designated Green Mountain Customer Load: The aggregate energy requirements
of Designated Green Mountain Customers.
Distribution Loss Factors: Multipliers determined by the applicable EDC to
account for distribution and transmission losses from the Energy Delivery Points
to the Designated Green Mountain Customer Load.
Confidential
EDC: The public utility providing facilities for the PaPUC jurisdictional
transmission and distribution of electricity to retail customers.
Energy Delivery Points: Delivery points on the EDC's Transmission System
that are selected by Supplier in accordance with the ISO/EDC requirements and
that constitute delivery, as recognized by the ISO and the appropriate EDC.
Full Requirements Service: The amount of service required to provide
capacity, energy (including Distribution Loss Factors) and all necessary
ancillary services, transmission, coordination, scheduling and pre-scheduling
power supply, and imbalances up to the Energy Delivery Point, to fully meet the
needs of the Designated Green Mountain Customer Load in accordance with the
requirements of the PJM Interconnection, L.L.C. ("PJM") or the East Central
Area Reliability Coordination Agreement ("ECAR"), as appropriate and the EDC(s)
and delivery to the EDCs at the Energy Delivery Points but does not include
Reconciliation.
ISO: The Independent System Operator as constituted by PJM and/or
equivalent system requirements of control area operators (for the ECAR EDCs.)
Load Profile(s): The factors used by each EDC for each Designated Green
Mountain Customer to allocate the customer's energy usage to each hour of the
billing cycle.
Load Profile-Type(s): The Load Profile applied to a particular Designated
Green Mountain Customer for a particular period of time.
Load Profiled Retail Customer: A residential or small commercial Retail
Customer without real time meters or those that the EDC determines will be
served on a Load Profiled Basis.
Measurement Period: The consecutive 12-month period of service associated
with each Customer Group.
New Renewable Resources: Renewable Resources with a first commercial
operation date after January 1, 1998.
Natural Gas-Fired Resources: Generating resources that are fueled by
natural gas, having a heat rate of less than 8500 BTU/kWh (LHV) and NOx and SOx
emissions of less than 25 PPM and 2 PPM, respectively.
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PaPUC: Pennsylvania Public Utility Commission.
PJM Network Integration Transmission Service Charge: The fixed rate per
megawatt per year as specified in the PJM Open Access Tariff, in paragraph 1 of
Attachment H-1 through H-10, as applicable to each EDC associated with this
Agreement.
Random Basis: The method used to allocate Load Profiled Retail Customers to
Supplier in the proportions specified in the Quantity Section. This allocation
method is intended to result in Green Mountain's Load Profiled Retail Customer
load being allocated in an unbiased manner to Green Mountain's suppliers such
that the Green Mountain's Load Profiled Retail Customer load is shared by all
suppliers in the proportions noted in the Quantity Section.
Reconciliation: The process of aggregating Actual Metered Load by Load
Profile Type and each Wholesale Product by EDC.
Renewable Resources: Generating resources that are photovoltaic, wind, low
head hydropower of 30 MW or less, geothermal, biomass, and landfill gas.
Retail Products: As defined in Attachment A, attached hereto and made a
part hereof.
Special Content Declaration: Monthly declarations to be provided by Green
Mountain to Supplier stating in the form of a ratio the relative amounts of
energy from Clean Power Resources, Renewable Resources and New Renewable
Resources to be delivered or deemed delivered by Supplier.
Undifferentiated System Power: Energy generated by resources of Supplier's
choice not claimed by Supplier to be from Renewable Resources, New Renewable
Resources or Clean Resources.
Water Resources: Hydroelectric generation of any size.
Wholesale Products: Energy generated by Clean Power Resources, New
Renewable Resources, or Renewable Resources, and any combination thereof. Each
"Wholesale Product" will refer individually to each of Clean Power Resources,
New Renewable Resources, and Renewable Resources.
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2. Type of Service:
Subject to the terms, conditions and restrictions contained herein,
Supplier will provide Full Requirements Service to Green Mountain.
3. Term:
A. This Agreement shall become effective on the date set forth below;
provided, however, neither Party shall have any obligations relative to
deliveries of any Wholesale Products or Undifferentiated System Power until the
date that Green Mountain is permitted under the regulatory laws of the
Commonwealth of Pennsylvania and the applicable EDC to commence deliveries of
Retail Products to Designated Green Mountain Customers (anticipated to be
January 1, 1999). Unless terminated earlier in accordance with Paragraph 23
hereof, this Agreement shall continue until the expiration of the Measurement
Period for the last Customer Group.
B. Either Party may give the other at least three months advance written
notice of such Party's decision to cease assigning or accepting allocation of
Load Profiled Retail Customers to Supplier. The earliest that such notice may
be effective is March 31, 1999. Upon the effective date of such notice, Green
Mountain shall cease allocating customers in the Pennsylvania EDC service
territories to Supplier. However; (a) this Agreement and all rights and
obligations hereunder shall remain in full force and effect, following the
effective date of such notice, with respect to each Customer Group allocated to
Supplier prior to such effective date until the expiration of the Measurement
Period for each such Customer Group; and (b) Green Mountain shall be able to
allocate additional Load Profiled Retail Customers to existing Customer Groups
through April 2000, if the total CEER of the then existing Customer Groups is
below 50% of the generation resource levels as indicated in Paragraph 5
(Quantity) as it may be reduced as provided in Paragraph 5(D) or (E) until such
CEER of the Customer Groups is 50% or more of the level stated in Paragraph 5 as
it may be reduced as provided in Paragraph 5(D) or (E).
C. If there are PJM, ECAR, PaPUC or FERC Rule, policy or other changes;
establishment of new ISO(s) or dissolution of existing ISO(s), other than
reallocation of charges covered by Base Charge Adder (b), that are proposed by
the applicable regulatory body after the date of this Agreement to be effective
before the expiration of this Agreement that have a material adverse effect on
either or both Parties, then upon written notice from the adversely effected
Party, the Parties shall attempt to negotiate changes to the Agreement
acceptable to both Parties. In the event that mutually acceptable changes are
not negotiated and executed within 10 days of such notice, either Party may
cease the allocation of additional Load Profiled Retail Customers to Supplier on
5 days written notice; provided, however, that regardless of the dates of such
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notices Green Mountain may allocate Load Profiled Retail Customers to Supplier
through October 31, 1998 unless Supplier documents that the adverse effect
resulted or will result in a cost increase of 10% or more.
4. [Intentionally Omitted]
5. Quantity:
X. Xxxxx Mountain shall purchase energy from Supplier that is necessary to
provide Full Requirements Service to Designated Green Mountain Customers as
follows: at least ***% of the total number of Load Profiled Retail Customers of
Green Mountain in the Pennsylvania EDC service territories that agree to
purchase each of the Retail Products set forth in Attachment A. Load Profiled
Retail Customers shall be allocated for each EDC on a Random Basis to Supplier,
with the exception that Green Mountain shall use reasonable efforts to ensure
that Supplier employees and/or their families requesting retail service from
Green Mountain shall become Designated Green Mountain Customers.
B. In the event that one or more EDC's do not allow Green Mountain to
utilize multiple suppliers of Wholesale Products, Green Mountain shall have the
right to allocate Load Profiled Retail Customers within any such EDC to a single
supplier of a Wholesale Product, which supplier may or may not be Supplier. In
such a situation, Green Mountain will endeavor to allocate Load Profiled Retail
Customers in other EDC's to its Wholesale Product suppliers in a manner which
adjusts equitably for Green Mountain's inability to allocate Load Profiled
Retail Customers in such EDC(s) to more than one Wholesale Product supplier.
Prior to such a reallocation of Load Profiled Retail Customers, Green Mountain
shall pursue on a good faith basis the establishment of a single coordination
agent to consolidate interface requirements with any such EDC to allow for
provision of Wholesale Products by multiple suppliers.
C. For each Wholesale Product, Supplier's obligation to accept additional
Load Profiled Retail Customers shall cease at such time as the CEER would
exceed the following generation resource levels, by region:
PJM Region ECAR Region
---------- ------------
Clean Power Resources *** ***
Renewable Resources *** ***
New Renewable Resources *** ***
***Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the Securities
and Exchange Commission.
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D. Supplier has an option to reduce any or all the above generation
resource levels by up to 10% by giving Green Mountain 30 days advance written
notice but not below the level required by Designated Green Mountain Customers
previously allocated to Supplier.
E. Supplier's obligation to accept additional Designated Green Mountain
Customers is Wholesale Product specific, and remains in force for any Wholesale
Product generation resource types that have not exceeded their respective CEER.
In the event that regulatory or legal action or force majeure prevents or
interrupts the introduction of retail access in one or more of the EDC's, the
above generation resource levels shall be reduced by the ratio of the amount of
retail electric energy requirements of the affected EDC(s) measured by the
system sales (MWh) of such EDC for 1997 to the total retail electric energy
requirements of all EDC's in the Commonwealth of Pennsylvania measured by the
total of such EDC's system sales (MWh) for 1997 for the period during which
such retail access is prevented or interrupted.
F. Supplier acknowledges that Green Mountain is blending various full
requirements purchases of Wholesale Products from multiple suppliers on a
monthly basis to create and serve its Retail Products. Green Mountain intends to
blend New Renewable Resources purchased from Supplier with other Wholesale
Products purchased from other suppliers to create Retail Products for Green
Mountain customers in Pennsylvania served by said other suppliers. The Retail
Products are differentiated by the ratio of energy from Clean Power Resources,
Renewable Resources, and New Renewable Resources which they contain. Green
Mountain will track the respective loads and content requirements of each of its
Wholesale Product suppliers, including Supplier, and will determine the quantity
of New Renewable Resources required from Supplier for blending with the
Wholesale Products supplied by other Wholesale Product suppliers to meet the
energy content required for Green Mountain's Retail Load Profiled Customers. To
the extent that Supplier supplies Green Mountain with quantities of New
Renewable Resources in any calendar year in excess of the quantities required to
meet the New Renewable Resources content for the Designated Green Mountain
Customers due to Green Mountain's blending requirements, the quantities of Clean
Resources and Renewable Resources to be supplied hereunder by Supplier for such
calendar year shall be reduced by an amount corresponding with the excess
quantity of New Renewable Resources delivered.
X. Xxxxx Mountain will issue a Special Content Declaration to Supplier on
a monthly basis specifying the mix required from Supplier for its Wholesale
Product. The Special Content Declaration will be calculated by Green
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Mountain as described in Attachment B attached hereto and made a part hereof,
for both PJM and ECAR and provided to Supplier as soon as possible but no later
than 5 days before the beginning of each month.
H. Supplier shall schedule and deliver energy from Renewable Resources,
Clean Power Resources, New Renewable Resources, in the ratio specified in the
Special Content Declarations and/or Undifferentiated System Power to the Energy
Delivery Points at times and amounts sufficient to provide Full Requirements
Service.
X. Xxxxx Mountain will be responsible for obtaining measured load and
energy consumption information and shall provide, or cause to be provided, such
information to Supplier as and when received as well as Reconciliation with the
EDC(s) and PJM to the extent not provided by the EDC(s) or PJM. Any costs
associated with reading a particular Designated Green Mountain Customer's
metering equipment or meter reading will be borne by Green Mountain.
J. To the extent that there are no adverse economic or operational effects
on Supplier, Supplier will use Supplying Resources it has secured in PJM to
deliver to Energy Delivery Points in PJM and use Supplying Resources it has
secured in ECAR to deliver to Energy Delivery Points in ECAR.
6. New Renewable Resources:
Supplier agrees to secure energy from New Renewable Resources, which will
include landfill gas, for delivery under this Agreement. Such New Renewable
Resources shall have a planned availability date of no later than October 1,
1999. Supplier shall begin procurement upon execution of this Agreement and
shall thereafter diligently pursue completion of construction and/or necessary
purchase contracts.
Green Mountain is pursuing the development of a photovoltaic ("PV")
facility to be sited in Pennsylvania with a target commercial operation date of
November 1, 1999. If requested by Green Mountain, Supplier agrees to accept
assignment of the electric energy output of this facility during the term of
this Agreement, and will be compensated through an administrative fee and full
cost reimbursement. All costs associated with such PV facility, including but
not limited to energy, transmission, distribution and ancillary service charges,
shall be documented by Supplier and be paid by Green Mountain. Supplier will
have no responsibility for the output, other than scheduling, and Green Mountain
will indemnify Supplier for all expenses or liabilities it may incur in
connection with such PV facility, including, but not limited to energy imbalance
or unauthorized use charges. The PV generation shall either displace New
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Renewable Resource or Renewable Resources as determined by Supplier.
Green Mountain anticipates the acquisition and retail sale of other
Renewable Resources and New Renewable Resources which may further alter content
requirements of its Wholesale Products. The Parties agree to attempt to
negotiate an arrangement to accommodate these additional resources.
7. Liquidated Damages:
(a) If, for reasons other than force majeure or Green Mountain's failure
to perform Supplier fails to deliver the Full Requirements Service
and, Green Mountain acting in a commercially reasonable manner incurs
incremental costs and expenses to provide such Full Requirements
Service over and above those it would have incurred had Supplier
fulfilled its obligation, then such costs and expenses shall be
charged to Supplier, and Green Mountain shall have the right to deduct
such costs and expenses from any amounts payable to Suppliers.
(b) If, for reasons other than force majeure or Green Mountain's failure
to perform, Supplier fails to satisfy its delivery obligations with
respect to Wholesale Products, Green Mountain acting in a commercially
reasonable manner shall be free to purchase substitute Wholesale
Products from third parties to cover Supplier's failure to deliver
same and Supplier shall reimburse Green Mountain for any incremental
costs and expenses which it incurs to purchase said Wholesale Products
less the revenue received by Green Mountain from the sale of such
Wholesale products if Supplier has not failed to supply Full
Requirements Service.
(c) Incremental costs and expenses reimbursable hereunder are energy,
transmission services, scheduling functions, ancillary services
reasonably incurred in connection with securing such replacement
supplies in excess of what would have been paid to Supplier. Green
Mountain will use reasonable efforts to mitigate the damages payable
or reimbursable by Supplier hereunder.
(d) If, for reasons other than force majeure or Supplier's failure to
perform, Green Mountain fails to purchase Full Requirements Service,
Green Mountain shall pay Seller, on the date payment would otherwise
be due, an amount for each MWh of such deficiency equal to the
positive difference, if any, obtained by
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subtracting the per unit Sales Price from the prices that would have
been paid by Green Mountain.
"Sales Price" means the price at which Supplier, acting in a
commercially reasonable manner, resells, or if not resold would have
been able to resell, the Wholesale Products not received by Green
Mountain, reduced by additional transmission charges, if any
(including, without limitation, charges for any applicable ancillary
services), incurred by Supplier to effect such resale.
8. Product Verification:
A. Resources that will be relied upon by Supplier to meet the Wholesale
Product requirements shall be either owned by Supplier, subject to contracts
with any party having dispatch rights to the energy, or subject to other
contractual entitlements sufficient to meet the verification requirements.
B. Supplier will use reasonable efforts to attempt to deliver Wholesale
Products as specified in the Special Content Declarations in the calendar year
but each Wholesale Product may be delivered, at Supplier's option, either to
Green Mountain for delivery to Designated Green Mountain Customers or other
customers as follows:
Supplier will have satisfied all of its obligations with respect to
delivery of each Wholesale Product in PJM if Supplier:
(a) Delivers Wholesale Products to Green Mountain in PJM in the ratio
specified in the December Special Content Declaration for PJM and in
an amount equal to 95-105% of the Designated Green Mountain Customer
Load each calendar year or with 4 months after the end of the calendar
year;
(b) Delivers Wholesale Products to retail or wholesale customers in PJM
other than Green Mountain or Designated Green Mountain Customers in
the ratio specified in the December Special Content Declaration and in
an amount equal to 95-105% of the Designated Green Mountain Customer
Load in PJM each calendar year where Supplier does not transfer to
such other customer(s) the rights to claim the environmental
attributes that differentiate such Wholesale Products from
Undifferentiated System Power; or
(c) Any combination of (a) or (b).
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Supplier will have satisfied all of its obligations with respect to
delivery of each Wholesale Product in Pennsylvania EDC(s) in ECAR, if Supplier:
(d) Delivers Wholesale Products to Green Mountain in Pennsylvania EDC(s)
ECAR in the ratio specified in the December Special Content
Declaration for ECAR and in an amount equal to 95-105% of the
Designated Green Mountain Customer Load in ECAR, each calendar year or
within 4 months after the end of the calendar year;
(e) Delivers Wholesale Products to retail or wholesale customers in
Pennsylvania EDC(s) in ECAR other than Green Mountain or Designated
Green Mountain Customers in the ratio specified in the December
Special Content Declaration and in an amount equal to 95-105% of the
Designated Green Mountain Customer Load in ECAR, each calendar year or
within 4 months after the end of the calendar year where Supplier does
not transfer to such other customer(s) the rights to claim the
environmental attributes that differentiate such Wholesale Products
from Undifferentiated System Power; or
(f) Any combination of (d) or (e).
Supplier will deliver Wholesale Products within 4 months of the end of the
calendar year that in the aggregate equal 100% of the Designated Green Mountain
Customer Load as described in the adjusted Special Content Declaration issued in
January and in a final Special Content Declaration in February, even though each
Wholesale Product may be within the 95 - 105% range.
Any delivery to other customers will not diminish Supplier's obligation to
provide Full Requirements Service.
Any deliveries after the end of the calendar year as described above will
not be used to satisfy Wholesale Product delivery obligations in the current
year.
C. Supplier will develop and deliver to Green Mountain a list of potential
generating units for Wholesale Products ("Candidate List") within 30 days of
execution of this Agreement. Green Mountain and Supplier will review resources
on the Candidate List with environmental leaders/groups selected by Supplier and
Green Mountain ("Supplying Resources"). Supplier will give due consideration to
any objections that such environmental leaders/groups may
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have to any Supplying Resources and will use reasonable efforts to obtain energy
from other than objectionable Supplying Resources provided that there are no
adverse economic or operation effects on Supplier. From the list of Supplying
Resources, Supplier, in its sole discretion may select any combination of the
Supplying Resources to supply the Wholesale Products. The foregoing shall not
require Supplier to have firm contracts with Supplying Resources for any amount
of capacity or energy and Supplier may dispatch a Supplying Resource in a way
that best meets the interests of Supplier provided that the obligations of
Supplier with respect to Wholesale Product delivery and Wholesale Product
verification are met. Supplier may at any time add Supplying Resources,
consistent with the review process described previously in this section.
D. Within 15 days following the end of each calendar quarter, Supplier
will provide Green Mountain with a written report identifying its use, expressed
volumetrically, of Supplying Resources that it (a) has used during the prior
calendar quarter and (b) expects to use during the current calendar quarter, to
satisfy its Wholesale Product delivery obligations. In the event that any such
report does not reflect the use or intended use of the Supplying Resources in
such relative quantities as required to meet the Supplier's Wholesale Product
delivery obligations, Green Mountain shall have the right to demand written
assurance from Supplier that it will meet its Wholesale Product delivery
obligations. Supplier shall provide such assurance to Green Mountain in writing
within (30) days of such request. If Supplier does not provide assurance, which
is reasonably satisfactory to Green Mountain, Green Mountain upon written notice
to Supplier shall have the right to procure Wholesale Product from other
suppliers if Supplier is not currently supplying such Wholesale Product as
required by this Agreement until Supplier provides such assurances or begins
supply of such Wholesale Products as required by this Agreement. Supplier will
be responsible for incremental costs as described in Section 7(b) and (c),
incurred by Green Mountain in such volumes as may be necessary to meet the
Supplier's Wholesale Product delivery obligation.
E. If at any time during the term of this Agreement it is determined that
a Supplying Resource no longer meets the requirements for supply under this
Agreement, such non-complying Supplying Resource may become ineligible for
supply of capacity and energy hereunder provided that the following conditions
are met. If the independent third party evaluator (as described in Paragraph F)
makes a determination that a Supplying Resource's generation does not meet the
requirements as described in this Agreement, then such Supplying Resource shall
be removed or its use limited to that which it is qualified to supply. If
Supplier has entered into a term arrangement for supply of Wholesale Products
from the Supplying Resource that has been removed or
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limited for reasons other than failure to meet the Renewable Resources
definition, Supplier shall be permitted to continue to purchase Wholesale
Products from such Supplying Resource for the remainder of the Measurement
Period or until the end of the term of Supplier's supply agreement with such
Supplying Resource, whichever is less.
F. Supplier shall maintain and make available for independent third party
verification, on an annual basis, records that document the delivery of energy
from Supplying Resources to the respective Energy Delivery Points and document
that the Wholesale Product requirements are fulfilled. Any such independent
third party shall be selected by Supplier and shall be subject to approval by
Green Mountain which shall not be unreasonably withheld. If the parties are
unable to agree upon such independent third party evaluator, an evaluator shall
be selected pursuant to paragraph 23, Dispute Resolution. Any independent
evaluator shall perform its verification under the terms of a confidentiality
agreement and shall not disclose or discuss any of the information revealed in
the verification process with any party other than Green Mountain and Supplier.
Supplier shall bear the cost of the verification. Green Mountain and Supplier
shall cooperate reasonably to meet regulatory requirements to disclose the
characteristics of Retail Products sold to retail customers in the Commonwealth
of Pennsylvania during the term of this Agreement to the extent required by
applicable environmental or other regulatory laws.
X. Xxxxx Mountain and Supplier shall comply, and shall maintain records to
evidence compliance with this Agreement and any applicable laws governing the
transactions contemplated by this Agreement. Green Mountain and Supplier shall
have the right to audit the other party's records associated with this section
through a mutually agreed upon third party to assure compliance with the
Agreement, all in accordance with the mechanism for selecting such independent
evaluator described above.
9. Delivery:
Green Mountain shall take title to the energy delivered under this
Agreement at the Energy Delivery Points. Although title to the energy delivered
hereunder will pass to Green Mountain at the Energy Delivery Points, Supplier
shall be responsible for scheduling, and imbalance costs up to the Designated
Green Mountain Customer's meter. Supplier shall bear all risk of loss before the
Energy Delivery Points and Green Mountain shall bear all risk of loss (excluding
Distribution Loss Factors) beyond the Energy Delivery Points. Except as
otherwise provided above, each party shall be responsible for all costs, damages
and other liabilities for energy delivered hereunder on their respective sides
of the Energy Delivery Points.
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10. Charges:
For Wholesale Products, Green Mountain will pay Supplier an amount as
defined and described below for energy associated with each resource, times the
energy measured at the Designated Green Mountain Customer meters. For purposes
of payment, all deliveries will be deemed to be Wholesale Products in the ratios
specified in the Special Content Declaration for such month. Green Mountain
shall be responsible for paying Supplier these amounts regardless of whether
Green Mountain collects any revenues from the Designated Green Mountain
Customers.
(a) A base charge ("Base Charge") will apply, as follows, for each
Wholesale Product to cover all costs associated with Full Requirements
Service, except for PJM Network Transmission Service. To the extent
that Green Mountain is charged or receives credit from the ISO or
EDC(s) for under or over deliveries, such costs shall be deducted from
Supplier's charges or credits added to Supplier's charges as the case
may be.
Clean Power Resources delivered in PJM: $ ***
Clean Power Resources delivered in ECAR: $ ***
Renewable Resources delivered in PJM: $ ***
Renewable Resources delivered in ECAR: $ ***
New Renewable Resources
Located in PJM, delivered in PJM: $ ***
New Renewable Resources
Located in PJM, delivered in ECAR: $ ***
New Renewable Resources
Located in ECAR, delivered in ECAR: $ ***
New Renewable Resources
Located in ECAR, delivered in PJM: $ ***
Base Charge Adders are as follows:
(a) All costs associated with PV energy plus an administrative fee for
handling the assignment of PV energy to Supplier and incorporation thereof into
the Wholesale Products will be applied based upon actual energy content at:
$***.
(b) For other than the PJM Network Integration Transmission Service Charge
which Green Mountain has agreed to reimburse Supplier, if an EDC or ISO
allocates charges for services required prior to the Energy Delivery Point(s) to
Green Mountain, Supplier will reimburse Green Mountain. If an EDC or ISO
allocates charges for services required after the Energy Delivery Point(s) other
***Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the Securities
and Exchange Commission.
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than imbalance or Distribution Loss Factors to Supplier, Green Mountain will
reimburse Supplier.
(c) PJM Network Integration Transmission Service Charge if incurred by
Supplier.
(d) If Green Mountain does not purchase at least *** (or as reduced by the
same ratio as reduction pursuant to Paragraph 5(D) or (E)) through April 2000,
Green Mountain shall pay Supplier a reservation fee of $*** for each MWh not
purchased and shall be payable on or before May 31, 2000.
If Supplier exercises its option to cease acceptance of allocation of
additional Load Profiled Retail Customers as provided in Paragraph 3(C) no
reservation fee will be owed.
This paragraph (d) shall not limit Green Mountain's liability for
failure to purchase Full Requirements Service.
11. Taxes and Franchise Fees:
Each Party shall be responsible for paying any taxes or franchise fees
imposed by any governmental entity having jurisdiction over such Party.
Specifically, Green Mountain shall be responsible for collecting and submitting
to the applicable governmental authority any sales tax imposed on, or collected
from Designated Green Mountain Customers, and franchise fees or taxes imposed
upon Green Mountain related to the delivery of Wholesale Products and
Undifferentiated System Power to the Designated Green Mountain Customers, and
any other taxes or franchise fees of whatever nature that are imposed on Green
Mountain from and after the delivery of the Wholesale Products and
Undifferentiated System Power to the Energy Delivery Points (the "Green Mountain
Taxes"). Supplier shall be responsible for collecting and submitting to the
applicable governmental authority any wholesale sales tax, franchise fees or
taxes, and any other taxes or franchise fees of whatever nature that are imposed
on Supplier before the delivery of the Wholesale Products and Undifferentiated
System Power to the Energy Delivery Points (the "Supplier Taxes"). Each Party
shall indemnify and hold the other Party harmless from and against any liability
associated with the indemnifying party's failure to comply with this paragraph.
12. Billing:
After commencement of deliveries, Supplier shall xxxx Xxxxx Mountain on a
monthly basis, no earlier than the first day of the month following the month of
service ("Invoice Month") and using best efforts to xxxx on or before the tenth
***Confidential treatment has been requested for the redacted portions. The
confidential redacted portions have been filed separately with the Securities
and Exchange Commission.
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(10th) day of the Invoice Month, based upon an estimation of the Base Charge and
Base Charge Adders (based on energy in MWh) scheduled to the ISO/EDC on behalf
of Green Mountain, adjusted for ISO/EDC transmission and distribution losses, as
applicable (collectively "Estimated Charges"), as described below. The monthly
invoice shall be paid in full within 20 days of the date of the invoice. In
anticipation of the need to pay such bills, Green Mountain will utilize an
independent third party(ies) to receive all payments from the Designated Green
Mountain Customers into a separate account in the name of and for the benefit of
Supplier. The Supplier shall be entitled to receive the foregoing revenues up
to the amount of the Estimated Charges for the current billing period plus or
minus any adjustments based on Actual Meter Load. Such arrangements with the
independent third parties shall be satisfactory to Supplier, which shall not be
unreasonably withheld. Green Mountain grants Supplier a security interest in
these receivables and will execute and file Security Agreement(s), Financing
Statement(s) and such other documents as Supplier may request to maintain and
perfect its security interest. Green Mountain shall instruct said independent
third party(ies) to transfer the funds so segregated into the Supplier's account
on a weekly basis. All amounts so transferred shall be credited against the
amount due from Green Mountain under Supplier's monthly xxxx.
In addition to the other security provisions, on or before December 24,
1998, Green Mountain will provide Supplier with, and maintain, a letter of
credit or cash deposit, at its option, equal to Supplier's January 1999
receivables based upon the Green Mountain forecast pursuant to Paragraph
13(a)(ii) and the Special Content Declaration. The letter of credit shall be
updated five days prior to the commencement of service for the next calendar
month to equal the amount of the forecasted receivables for the next month or
the current month which ever is more. Any such letter of credit shall be issued
or confirmed by a bank which is acceptable to Supplier; shall be in a form
acceptable to Supplier; shall be irrevocable in Supplier's favor; and shall be
fully enforceable and not the subject of any action to restrain payment
thereunder. After six consecutive months of satisfactory lockbox operation,
timely payment history by Green Mountain, and full payment of Supplier's
invoices for the first six months, Green Mountain shall no longer be required to
provide the letter of credit or cash deposit as described in this paragraph.
Should Green Mountain fail to comply with the foregoing lockbox procedure
in any material respect, or fail to make any payment when due, Supplier may in
addition to any other remedy, provide Green Mountain with written notice of such
failure and, if Green Mountain fails to correct such
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failure within six days after receipt of such notice, Supplier shall have the
right to require Green Mountain to provide and maintain security during the term
of this Agreement and until final payment is made, in the form, of cash or a
letter of credit at Green Mountain's option. Any such letter of credit shall be
issued or confirmed by a bank which is acceptable to Supplier; shall be in a
form acceptable to Supplier; shall be irrevocable in Supplier's favor; and shall
be fully enforceable and not the subject of any action to restrain payment
thereunder and in an amount equal to 60 days of Supplier's sales hereunder. Such
security shall be provided within 3 business days of Supplier's request.
Bills which are not paid in full by Green Mountain when due shall
thereafter bear interest until paid at the rate of 1% per month or at the
maximum rate of interest allowed by law, whichever is less.
Each month, Green Mountain shall notify Supplier of the Actual Metered Load
associated with the previous month's service, which shall be the basis for an
adjustment to the Estimated Charges under this Agreement. Supplier shall credit
or charge Green Mountain appropriately during the next monthly billing to
account for this adjustment. Supplier shall have the right to audit Green
Mountain's records associated with the Actual Metered Load through a mutually
agreed upon third party.
13. Customer Forecasts:
Green Mountain expects that some EDCs will administer most of the forecast
requirements of Designated Green Mountain Customer Loads. Where this is done,
the Supplier will work directly with the EDC, while keeping Green Mountain
informed of the status of its load. Green Mountain will also supply
supplemental information, such as longer-term forecasts, beyond those expected
to be provided by the EDC.
If scheduling services are not provided by the EDC:
(a) Green Mountain will then provide Supplier:
(i) No later than the 15th day of each month, its best estimate of
the energy required of Supplier to meet Designated Green Mountain
Customer Load for each Wholesale Product, for each month of the
succeeding Measurement Period. Green Mountain will support and
facilitate and will use best efforts to assist in the preparation of
daily load forecasts by Supplier.
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(ii) Five working days prior to each calendar month, the total
number of Designated Green Mountain Customers for each Customer Group,
at the necessary level of disaggregation to match the Energy Delivery
Points' requirements associated with the scheduling services provided
by Supplier, by Load Profile-Type and Wholesale Product selected.
Green Mountain will also provide average historical daily usage for
the Designated Green Mountain Customers (based upon actual and
estimated data) for each combination of location, Load Profile-Type,
and Wholesale Product.
(b) Supplier shall prepare the final day ahead and hour ahead forecasts
required by the ISO/EDC for scheduling based on the information supplied by
Green Mountain in the foregoing Paragraph, and day-ahead updates of Load
Profiles and Distribution Loss Factors provided by the EDCs, and other supplier-
based information such as weather forecasts.
Included in the above will be recognition of the decremental customer
counts by Load Profile-Type and Retail Product selected in the event that
Designated Green Mountain Customers are terminated or are returned to service by
the EDC for whatever reason. Green Mountain will notify Supplier at
approximately the same time that it notifies the EDC that a Designated Green
Mountain Customer is converting to another supplier, but in no event later than
forty-eight hours following Green Mountain's notice to the EDC.
In all cases, the Supplier will make available to Green Mountain, in a
timely fashion (at least monthly), all documents pertaining to the Supplier's
scheduling or settlement of Designated Green Mountain Customer Loads for all ISO
and/or EDC transactions.
To the extent that the Supplier has Green Mountain Load Profiles and
Distribution Loss Factors for each Energy Delivery Point for each day, that are
not easily accessible to Green Mountain, the Supplier shall provide to Green
Mountain this information, upon written request.
Green Mountain shall be responsible for Reconciliation with the EDCs.
14. Data Transfer:
This Agreement contemplates the exchange of information and data necessary
to implement the schedules, delivery arrangements and other data and information
described herein. The Parties shall develop mutually agreeable standards for the
content and protocols for data transfer required
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under this Agreement.
15. Relationship of the Parties:
The Supplier is a wholesale supplier to Green Mountain at the Delivery
Point(s). Green Mountain is the retail Electric Generation Supplier ("EGS"),
certified by the Pennsylvania Public Utilities Commission, and as such will be
responsible, or contract with third parties, for all interactions with the
Designated Green Mountain Customers, including transmission and distribution
after the Energy Delivery Points, metering, billing and reconciliation. Nothing
in this Agreement (1) creates a partnership, joint venture or any relationship
other than that of supplier-purchaser, (2) confers any right to Supplier to
influence pricing or other sales practices of Green Mountain as between Green
Mountain and the Designated Green Mountain Customers or any third party, or (3)
confers any right to Green Mountain to influence supply contracting or
scheduling practices of Supplier.
16. Confidentiality:
Neither party shall use for any purpose other than its performance of this
Agreement or disclose to any third party (other than such party's employees,
lenders, counsel, accountants or suppliers any non-public information designated
as confidential by the disclosing Party except as is necessary to perform this
Agreement the or in order to comply with any applicable law, order, regulatory
or exchange rule; provided each Party shall notify the other Party of any
proceeding of which it is aware that may result in disclosure, consult with the
other Party on the advisability of legally available steps to resist or narrow
such request and use reasonable efforts to prevent or limit the disclosure. The
disclosing Party will inform the recipient of the confidential nature of the
information at the time of disclosure of any confidential information. This
obligation shall survive for a period of three years after the termination of
this Agreement. The Parties agree that unauthorized disclosure of confidential
information will cause irreparable injury for which money damages are inadequate
and, therefore, in addition to any other remedy, the disclosing Party shall be
entitled to injunctive relief or specific performance.
No publicity concerning the relationship of the Parties shall be released
without the consent of both Parties.
17. Governing Law:
This Agreement and any service agreement hereunder shall be interpreted,
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania or the laws of the United States of America,
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whichever is applicable, as if executed and to be performed wholly within the
Commonwealth of Pennsylvania.
18. Force Majeure:
In the event either Party is rendered unable, by an event of force majeure,
----- -------
to carry out wholly or in part its obligations under the provisions hereunder,
it is agreed that if such Party gives notice and full particulars of such event
of force majeure to the other Party as soon as practicable after the occurrence
----- -------
of the cause relied on, then the obligations of the Party affected by such event
of force majeure, other than the obligation to make payments then due or
----- -------
becoming due hereunder, shall be excused from the inception and throughout the
period of continuance of any such inability so caused, but for no longer period,
and such event of force majeure shall, as far as practicable, be remedied with
----- -------
all reasonable dispatch.
The term "force majeure" as employed herein shall mean physical or
----- -------
governmental causes of the kind not reasonably within the control of the Party
claiming suspension and which by the exercise of due diligence such Party could
not have prevented or is unable to overcome. Such causes shall include
interruptions of firm transmission service relied on to make delivery, strikes,
labor difficulties, shutdowns in anticipation of strikes, accidents, equipment
breakdown, riots, fire, flood, wars, delays or interruptions in transportation,
failure of generating equipment, failure or threat of failure of facilities,
materially disruptive actions or failure to act of any government or government
agency (whether or not legal force and including without limitation any Court
order or any environmental compliance order or notice) or any other disabling
cause or contingency of similar or dissimilar nature not reasonably within the
control of the party claiming such force majeure event, whether of the nature or
----- -------
subject matter herein enumerated or noted. Nothing contained herein, however,
shall be construed to require a Party to prevent or settle a strike against its
will. Economic hardship shall not constitute force majeure.
----- -------
19. Indemnification:
Supplier hereby agrees to indemnify, defend and hold harmless Green
Mountain, its agents, servants, members, partners, officers, directors and
employees (collectively, "Green Mountain Indemnities") of each, from and against
any and all losses, claims damages or liabilities to third parties (including
reasonable attorneys' fees actually incurred and including, without limitation,
penalties or fines imposed by government authorities) arising from the act or
neglect of its own employees, agents or contractors, including breach
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of this Agreement, provided that Supplier shall be promptly notified in writing
of any such claim or suit brought against any such Green Mountain Indemnitee and
shall be permitted, upon accepting financial responsibility, to control a
defense against or settlement (other than any settlement involving criminal
liability or admission of guilt or responsibility by such Green Mountain
Indemnitee) of such claim or suit through counsel of its choice. The foregoing
notwithstanding, Supplier's obligations under this Agreement towards any Green
Mountain Indemnitee are conditioned upon such Green Mountain Indemnitee
providing such cooperation as Supplier may reasonably request in connection with
its defense or settlement of the claim or suit against such Green Mountain
Indemnitee.
Green Mountain hereby agrees to indemnify, defend and hold harmless
Supplier, its agents, servants, partners, officers, directors and employees and
suppliers (collectively, "Supplier Indemnities") of each, from and against any
and all losses, claims, damages or liabilities to third parties (including
reasonable attorneys' fees actually incurred and including, without limitation,
penalties or fines imposed by governmental authorities) arising from the act or
neglect of its own employees, agents or contractors, including breach of this
Agreement, provided that Green Mountain shall be promptly notified in writing of
any such claim or suit brought against any such Supplier Indemnity and shall be
permitted, upon accepting financial responsibility, to control a defense against
or settlement (other than any settlement involving criminal liability or
admission of guilt or responsibility by such Supplier Indemnity) of such claim
or suit through counsel of its choice. The foregoing notwithstanding, Green
Mountain's obligations under this Agreement towards any Supplier Indemnity are
conditioned upon such Supplier Indemnity providing such cooperation as Green
Mountain may reasonably request in connection with its defense or settlement of
the claim or suit against such Supplier Indemnitee.
These obligations shall survive for three years after termination of this
Agreement.
20. Assignment:
Either Party may assign this Agreement with the prior written consent of
the other Party, which consent shall not be unreasonably withheld; provided that
such consent shall not be necessary with respect to assignment to a successor in
interest or an affiliate. Upon any assignment made in compliance with this
Paragraph, this Agreement shall inure to and be binding upon the successors and
assigns of the assigning parties.
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21. Limitation of Liability:
FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR
REMEDIES HEREBY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY
PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED TO DIRECT,
ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE WAIVED. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE. THE
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT ARE OBLIGATIONS OF THE PARTIES
ONLY, AND NO RECOURSE SHALL BE AVAILABLE AGAINST ANY OFFICER, DIRECTOR,
STOCKHOLDER, MEMBER, OR PARTNER OF A PARTY OR ANY AFFILIATE OF A PARTY.
22. Exclusion of Warranties:
(a) SUPPLIER WILL NOT BE LIABLE TO GREEN MOUNTAIN OR ANY CUSTOMER FOR
DAMAGES CAUSED BY INTERRUPTION OF SERVICE, VOLTAGE OR FREQUENCY
VARIATIONS, SINGLE PHASE TO THREE PHASE LINES, REVERSAL OF PHASE
ROTATION OR CARRIER CURRENT FREQUENCIES.
(b) SUPPLIER MAKES NO WARRANTIES OF ANY KIND WHETHER STATUTORY, ORAL,
WRITTEN EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
23. Dispute Resolution:
ANY DISPUTE UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO CLAIMS TO ENFORCE
THE CONFIDENTIALITY OBLIGATIONS OF PARAGRAPH 16 HEREOF, SHALL BE SUBMITTED TO
BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION (THE "AAA") BY ONE ARBITRATOR WHO HAS NOT
PREVIOUSLY BEEN EMPLOYED BY EITHER PARTY, AND DOES NOT HAVE A DIRECT OR INDIRECT
INTEREST IN EITHER PARTY OR THE SUBJECT MATTER OF THE ARBITRATION. SUCH
ARBITRATOR SHALL EITHER BE AS MUTUALLY AGREED BY THE PARTIES WITHIN THIRTY DAYS
AFTER WRITTEN NOTICE FROM EITHER PARTY REQUESTING ARBITRATION, OR FAILING
AGREEMENT, SHALL BE SELECTED UNDER THE EXPEDITED RULES OF THE AAA. UNLESS THE
PARTIES OTHERWISE AGREE, SUCH
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ARBITRATION SHALL BE HELD IN PHILADELPHIA, PENNSYLVANIA. THE EXPEDITED
PROCEDURES OF THE COMMERCIAL ARBITRATION RULES OF THE AAA SHALL APPLY TO THE
EXTENT NOT INCONSISTENT WITH THE RULES HEREIN SPECIFIED. JUDGMENT ON THE
ARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE
PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
EACH PARTY UNDERSTANDS THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO
ARBITRATE WITH RESPECT TO ANY DISPUTE PERTAINING TO THIS AGREEMENT. AFTER
SIGNING THIS AGREEMENT, EACH PARTY UNDERSTANDS THAT IT WILL NOT BE ABLE TO BRING
A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE
ARBITRATION PROVISION. INSTEAD, EACH PARTY AGREES TO SUBMIT ANY SUCH DISPUTE TO
AN IMPARTIAL ARBITRATOR.
24. Default:
(a) Events of Default -- The occurrence or existence of any of the
-----------------
following constitutes a "Default":
(i) Failure to Pay -- A party fails to make a payment when due under
--------------
this Agreement and does not cure such failure within five (5)
days after written notice of such failure is given by the non-
defaulting party.
(ii) Failure of Supplier to Deliver - Supplier fails to deliver
------------------------------
Wholesale Product or Undifferentiated System Power to the energy
delivery Points in accordance with the terms of this Agreement
and does not cure such failure within fifteen (15) days after
written notice of such failure is given by the non-defaulting
party.
(iii) Failure to Provide Security - Green Mountain's failure to
---------------------------
provide security as required pursuant to Paragraph 12 and there
shall be no cure period.
(iv) Breach of Agreement -- A party fails in any material respect to
-------------------
observe or perform any of the other covenants, conditions or
provisions of this Agreement and does not cure such failure
within fifteen (15) days after written notice of such failure is
given by the non-defaulting party.
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(v) Receivership -- Appointment of a receiver or liquidator or
------------
trustee of such party or of the property of a party by order of
a court of competent jurisdiction.
(vi) Bankruptcy -- Filing by a party of a voluntary petition in
----------
bankruptcy under any provision of any Federal or State
bankruptcy law or consent to the filing of any bankruptcy or
reorganization petition against it under any similar law and
such petition is not withdrawn or dismissed within 30 days after
filing; filing of a petition or answer or consent seeking relief
or assisting in seeking relief in a proceeding under any of the
provisions of the Federal Bankruptcy Code, as it now exists or
as it may be amended or pursuant to any other similar State
statute applicable to such party, as it is or may be in effect
or an answer admitting the material allegations of a petition
filed against it in such a proceeding; or if a party makes a
general assignment for the benefit of its creditors, admits in
writing its inability to pay its debts generally as they become
due; or if such party consents to the appointment of a receiver
or trustee or liquidator of it or all of its property.
(b) Rights of Non-Defaulting Party -- When a Default exists, the party not
------------------------------
in Default ("Non-Defaulting Party") shall have the right to (i)
terminate this Agreement in accordance with Paragraph 24.c below, (ii)
pursue any other remedy provided under this Agreement or available at
law or in equity, and (iii) suspend performance of its obligations
hereunder. Said remedies, are intended to be cumulative and the non-
defaulting Party shall be entitled to pursue simultaneously any one or
more of said remedies.
(c) Termination Right If the party in Default does not remedy the Default
-----------------
within the stated period, then this Agreement shall terminate, at the
option of the Non-Defaulting Party,. Termination of this Agreement
shall be without prejudice of the right of the Non-Defaulting Party
to collect any amounts due and without waiver of any other remedy to
which the party not in Default may be entitled for Default under this
Agreement. If this Agreement is terminated as herein provided, such
termination shall relieve Supplier from any further obligations
effective immediately upon such date of termination, provided such
termination shall not
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effect the Non-Defaulting Party's right to collect damages for the
term of the Agreement arising from such Default.
25. Notice:
Any notice required to be given under this Agreement shall be in writing
and shall be deemed to be properly served if delivered in person, sent by
overnight courier or sent by telecopier, to the following:
Green Mountain: Xxxxxx X. Xxxxxxx, Vice President
Green Mountain Energy Resources L.L.C.
00 Xxxxx Xxxxxxxx Xx., X.X. Xxx 0000
Xxxxx Xxxxxxxxxx, XX 00000-0000
Telecopier: 802.846.6162
Supplier: Xxxxx X. Xxxxxxxxxx, Director, Mid-Atlantic Region
DTE CoEnergy, L.L.C.
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Telecopier: 724-940-2300
Invoices to Green Mountain are to be sent to:
Green Mountain Energy Resources L.L.C.
Attn: Xxxxxx Xxxxx, Accounts Payable
00 Xxxxx Xxxxxxxx Xx., X.X. Xxx 0000
Xxxxx Xxxxxxxxxx, XX 00000-0000
Payments by Wire Transfer to Supplier are to be sent as specified by
Supplier.
Either Party may change notice, invoice and payment, persons or addresses
upon written notice to the other Party.
26. Set-off:
Each party reserves to itself all rights, set-offs, counterclaims and other
remedies and/or defenses to which it is or may be entitled, arising from or out
of this Agreement. All outstanding obligations to make payment in connection
therewith or under this Agreement may be offset against each other, or set off
or recouped therefrom.
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27. Entirety:
This Agreement and any documentation of the transactions contemplated
hereunder constitute the entire agreement between the Parties hereto. There are
no prior or contemporaneous agreements or representations affecting the same
subject matter other than those herein expressed. No amendment, modification or
change herein shall be enforceable, except as specifically provided for in this
Agreement, unless reduced to writing and executed by both Parties.
28. Non Waiver:
No waiver by either Party hereto of any one or more defaults by the other
in the performance of any of the provisions of this Agreement shall be construed
as a waiver of any other default or defaults whether of a like kind or different
nature. Any delay, less than any applicable statutory period of limitations, in
asserting or enforcing any rights under this Agreement, shall not be deemed a
waiver of such rights. Failure of either Party to enforce any provision of this
Agreement or to require performance by the other Party of any of the provisions
hereof shall not be construed to waive such provision, or to affect the validity
of this Agreement or any party thereof, or the right of either party thereafter
to enforce each and every provision hereof.
29. Severability:
Except as otherwise stated herein, any provision, article or section
declared or rendered unlawful by a court of law or regulatory agency with
jurisdiction over the parties, or deemed unlawful because of statutory change,
will not otherwise affect the lawful obligations that arise under this
Agreement.
30. Headings:
The headings used for the Paragraphs herein are for convenience and
reference purposes only and shall in no way affect the meaning or interpretation
of the provisions of this Agreement.
Executed to be effective as of the 11th day of SEPTEMBER, 1998.
DTE-CoEnergy, L.L.C. Green Mountain Energy
Resources, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- --------------------------
Title: President Title: Vice President
-------------------------- --------------------------
Date: 9-11-98 Date: 9-11-98
-------------------------- --------------------------
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Retail Products Energy Content ATTACHMENT A
(Measurement Periods Including 1/1/99 - 4/30/2000)
Retail Product
PA1 XX0 XX0
--- --- ---
Clean Power
Resources 99% 50% 0%
Renewable
Resources 0% 47% 95%
New Renewable
Resources 1% 3% 5%
---------------------------------------------------------------------
Total 100% 100% 100%
---------------------------------------------------------------------
Contingent
New Renewable
Resources - PV less than or less than or less than or
equal to 0.1% equal to 0.2% equal to 0.3%
Note: Contingent New Renewable Resources - PV may replace either Renewable
Resources or New Renewable Resources
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Attachment B
Description of Green Mountain's Special Content Declaration
January, 1999: Estimates are created for all of 1999. DTE is allocated 40%
customer share. January's declaration will be the residual blend (total minus
other suppliers) falling out from Green Mountain's expected product mix.
January's declaration will be used for billing purposes for January deliveries
(showing a weighting of the component rates).
February, 1999: Estimates may be updated. Better information for all months may
be available, including revised estimates of January volumes. The only figures
fixed are the percentages of the January declaration. If the January volumes
differed from forecast, the percentages declared times the revised volume would
constitute the revised January deliveries. The declaration for February would be
the sum of the revised requirements through February, less the revised
deliveries for January. The revised figures for the rest of the year allows for
the best calculation of the year-end aggregate requirement.
March, 1999: Estimates may be updated. Better information for all months may be
available, including EDC-declared January actuals. The percentages of the
January and February declarations are held constant. The declaration for March
would be the sum of the revised requirements through March, less the revised
deliveries for January and February.
Pennsylvania DTE-CoEnergy Requirements Attachment B
12 Month Initial Forecast (for January Declaration) (All figures illustrative only)
Aggregate-Green Mountain Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99
------------------------------ ----------------------------------------------------------------------------
Retail Product PA 1 (MWh) 4,500 4,650 4,800 4,950 5,100 5,250
Retail Product PA 2 (MWh) 6,000 6,200 6,400 6,600 6,800 7,000
Retail Product PA 3 (MWh) 4,500 4,650 4,800 4,950 5,100 5,250
------------------------------ ----------------------------------------------------------------------------
Total (MWh) 15,000 15,500 16,000 16,500 17,000 17,500
Basis: Estimated Estimated Estimated Estimated Estimated Estimated
Aggregate GM
------------------------------
Clean (MWh) 7,455 7,704 7,952 8,201 8,449 8,698
XxXx (MWh) 7,095 7,332 7,568 7,805 8,041 8,278
New (MWh) 450 465 480 495 510 525
------------------------------ ----------------------------------------------------------------------------
Total (MWh) 15,000 15,500 16,000 16,500 17,000 17,500
Other Suppliers
--------------------------
Clean (MWh) 4,500 4,650 4,800 4,950 5,100 5,250
XxXx (MWh) 4,500 4,650 4,800 4,950 5,100 5,250
New (MWh) - - - - - -
------------------------------ ----------------------------------------------------------------------------
Total (MWh) 9,000 9,300 9,600 9,900 10,200 10,500
============================================================================================================
DTE-CoEnergy Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99
------------------------------ ----------------------------------------------------------------------------
Retail Product PA 1 (Count) 8,308 8,585 8,862 9,138 9,415 9,692
Retail Product PA 2 (Count) 11,077 11,446 11,815 12,185 12,554 12,923
Retail Product PA 3 (Count) 8,308 8,585 8,862 9,138 9,415 9,692
------------------------------ ----------------------------------------------------------------------------
Total (Count) 27,692 28,615 29,538 30,462 31,385 32,308
Clean (MWh) 2,955 3,054 3,152 3,251 3,349 3,448
XxXx (MWh) 2,595 2,682 2,768 2,855 2,941 3,028
New (MWh) 450 465 480 495 510 525
------------------------------ ----------------------------------------------------------------------------
Total (MWh) 6,000 6,200 6,400 6,600 6,800 7,000
Special Content Declaration: 49.3% 49.3% 49.3% 49.3% 49.3% 49.3%
43.3% 43.3% 43.3% 43.3% 43.3% 43.3%
7.5% 7.5% 7.5% 7.5% 7.5% 7.5%
Aggregate-Green Mountain Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
------------------------------ -----------------------------------------------------------------------------------------
Retail Product PA 1 (MWh) 5,400 5,550 5,700 5,850 6,000 6,150 63,900
Retail Product PA 2 (MWh) 7,200 7,400 7,600 7,800 8,000 8,200 85,200
Retail Product PA 3 (MWh) 5,400 5,550 5,700 5,850 6,000 6,150 63,900
------------------------------ -----------------------------------------------------------------------------------------
Total (MWh) 18,000 18,500 19,000 19,500 20,000 20,500 213,000
Basis: Estimated Estimated Estimated Estimated Estimated Estimated Estimated
Aggregate GM
--------------------------
Clean (MWh) 8,946 9,195 9,443 9,692 9,940 10,189 105,861
XxXx (MWh) 8,514 8,751 8,987 9,224 9,460 9,697 100,749
New (MWh) 540 555 570 585 600 615 6,390
------------------------------ -----------------------------------------------------------------------------------------
Total (MWh) 18,000 18,500 19,000 19,500 20,000 20,500 213,000
Other Suppliers
--------------------------
Clean (MWh) 5,400 5,550 5,700 5,850 6,000 6,150 63,900
XxXx (MWh) 5,400 5,550 5,700 5,850 6,000 6,150 63,900
New (MWh) - - - - - - -
------------------------------ -----------------------------------------------------------------------------------------
Total (MWh) 10,800 11,100 11,400 11,700 12,000 12,300 127,800
=========================================================================================================================
DTE-CoEnergy Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
------------------------------ -----------------------------------------------------------------------------------------
Retail Product PA 1 (Count) 9,969 10,246 10,523 10,800 11,077 11,354 11,354
Retail Product PA 2 (Count) 13,292 13,662 14,031 14,400 14,769 15,138 15,138
Retail Product PA 3 (Count) 9,969 10,246 10,523 10,800 11,077 11,354 11,354
------------------------------ -----------------------------------------------------------------------------------------
Total (Count) 33,231 34,154 35,077 36,000 36,923 37,846 37,846
Clean (MWh) 3,546 3,645 3,743 3,842 3,940 4,039 41,961
XxXx (MWh) 3,114 3,201 3,287 3,374 3,460 3,547 36,849
New (MWh) 540 555 570 585 600 615 6,390
------------------------------ -----------------------------------------------------------------------------------------
Total (MWh) 7,200 7,400 7,600 7,800 8,000 8,200 85,200
Special Content Declaration: 49.3% 49.3% 49.3% 49.3% 49.3% 49.3% 49.3%
43.3% 43.3% 43.3% 43.3% 43.3% 43.3% 43.3%
7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%
Notes: All values estimated
Products show expected energy by region (note PJM and ECAR will be separate declarations)
Aggregate Green Mountain componants calculated on (99,0,1), (50,47,3) and (0,95,5) for PA Products 1-3 respectively.
Other suppliers calculated to serve 60% of load with (100,0,0), (50,50,0) and (0,100,0) products respectively.
DTE serves remaining 40% of load, with a customer count provided for reference.
DTE Resource components are total requirements required less those provided by other suppliers.
Special Content declarations do not change once declared, with possible exception of December's, if there is a true-up.
Pennsylvania DTE-CoEnergy Requirements Attachment B
1999 Forecast (for February Declaration) (All figures illustrative only)
Aggregate Green Mountain Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99 Jul-99
------------------------------ -----------------------------------------------------------------------------------------------
Retail Product PA1 [MWh] 3,816 5,126 5,301 5,476 5,651 5,826 6,001
Retail Product PA2 [MWh] 5,897 5,858 6,058 6,258 6,458 6,658 6,858
Retail Product PA3 [MWh] 4,432 3,661 3,786 3,911 4,036 4,161 4,286
------------------------------ -----------------------------------------------------------------------------------------------
Total [MWh] 14,145 14,645 15,145 15,645 16,145 16,645 17,145
Basis: Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est.
Aggregate GM
------------------------------
Clean [MWh] 6,726 8,003 8,277 8,550 8,823 9,096 9,370
XxXx [MWh] 6,982 6,231 6,444 6,657 6,870 7,082 7,295
New [MWh] 437 410 424 438 452 466 480
------------------------------ -----------------------------------------------------------------------------------------------
Total [MWh] 14,145 14,645 15,145 15,645 16,145 16,645 17,145
Other Suppliers
------------------------------
Clean [MWh] 4,059 4,833 4,998 5,163 5,328 5,493 5,658
XxXx [MWh] 4,428 3,954 4,089 4,224 4,359 4,494 4,629
New [MWh] - - - - - - -
------------------------------ -----------------------------------------------------------------------------------------------
Total [MWh] 8,487 8,787 9,087 9,387 9,687 9,987 10,287
===============================================================================================================================
DTE-CoEnergy Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99 Jul-99
------------------------------ -----------------------------------------------------------------------------------------------
Retail Product PA1 [Count] 7,045 9,463 9,786 10,109 10,432 10,755 11,078
Retail Product PA2 [Count] 10,887 10,815 11,184 11,553 11,922 12,292 12,661
Retail Product PA3 [Count] 8,182 6,759 6,990 7,221 7,452 7,682 7,913
------------------------------ -----------------------------------------------------------------------------------------------
Total [Count] 26,114 27,037 27,960 28,883 29,806 30,729 31,652
Clean [MWh] 2,787 3,052 3,279 3,387 3,495 3,604 3,712
XxXx [MWh] 2,447 2,384 2,355 2,433 2,511 2,588 2,666
New [MWh] 424 422 424 438 452 466 480
------------------------------ -----------------------------------------------------------------------------------------------
Total [MWh] 5,658 5,858 6,058 6,258 6,458 6,658 6,858
Special Content Declaration: 49.3% 52.1% 54.1% 54.1% 54.1% 54.1% 54.1%
43.3% 40.7% 38.9% 38.9% 38.9% 38.9% 38.9%
7.5% 7.2% 7.0% 7.0% 7.0% 7.0% 7.0%
Aggregate Green Mountain Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
------------------------------ -------------------------------------------------------------------- -------------
Retail Product PA1 [MWh] 6,176 6,351 6,526 6,701 6,876 69,824
Retail Product PA2 [MWh] 7,058 7,258 7,458 7,658 7,858 81,335
Retail Product PA3 [MWh] 4,411 4,536 4,661 4,786 4,911 51,581
------------------------------ ---------------------------------------------------------------------------------------
Total [MWh] 17,645 18,145 18,645 19,145 19,645 202,740
Basis: Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est. Estimated
Aggregate GM
------------------------------
Clean [MWh] 9,643 9,916 10,189 10,463 10,736 109,794
XxXx [MWh] 7,508 7,721 7,933 8,146 8,359 87,229
New [MWh] 494 508 522 536 550 5,717
------------------------------ ---------------------------------------------------------------------------------------
Total [MWh] 17,645 18,145 18,645 19,145 19,645 202,740
Other Suppliers
------------------------------
Clean [MWh] 5,823 5,988 6,153 6,318 6,483 66,295
XxXx [MWh] 4,764 4,899 5,034 5,169 5,304 55,349
New [MWh] - - - - - -
------------------------------ ---------------------------------------------------------------------------------------
Total [MWh] 10,587 10,887 11,187 11,487 11,787 121,644
=======================================================================================================================
DTE-CoEnergy Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
------------------------------ -------------------------------------------------------------------- -------------
Retail Product PA1 [Count] 11,401 11,724 12,048 12,371 12,694 12,694
Retail Product PA2 [Count] 13,030 13,399 13,769 14,138 14,507 14,507
Retail Product PA3 [Count] 8,144 8,375 8,605 8,836 9,067 9,067
------------------------------ ---------------------------------------------------------------------------------------
Total [Count] 32,575 33,498 34,422 35,345 36,268 36,268
Clean [MWh] 3,820 3,928 4,037 4,145 4,253 43,498
XxXx [MWh] 2,744 2,822 2,899 2,977 3,055 31,880
New [MWh] 494 508 522 536 550 5,717
------------------------------ ---------------------------------------------------------------------------------------
Total [MWh] 7,058 7,258 7,458 7,658 7,858 81,096
Special Content Declaration: 54.1% 54.1% 54.1% 54.1% 54.1% 53.6%
38.9% 38.9% 38.9% 38.9% 38.9% 39.3%
7.0% 7.0% 7.0% 7.0% 7.0% 7.1%
Note: Assumed mix changed, revised Jan. estimates, January declaration held constant.
Pennsylvania DTE-CoEnergy Requirements Attachment B
1999 Forecast (for March Declaration) (All figures illustrative only)
Aggregate Green Mountain Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99
------------------------------ --------------------------------------------------------------------------
Retail Product PA 1 (MWh) 3,810 4,612 5,301 5,476 5,651 5,826
Retail Product PA 2 (MWh) 3,916 5,029 6,058 6,258 6,458 6,658
Retail Product PA 3 (MWh) 4,427 3,216 3,786 3,911 4,036 4,161
------------------------------ --------------------------------------------------------------------------
Total (MWh) 12,153 12,857 15,145 15,645 16,145 16,645
Basis: Actual Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est.
Aggregate GM
------------------------------
Clean (MWh) 5,730 7,080 8,277 8,550 8,823 9,096
XxXx (MWh) 6,046 5,419 6,444 6,657 6,870 7,082
New (MWh) 377 358 424 438 452 466
------------------------------ --------------------------------------------------------------------------
Total (MWh) 12,153 12,857 15,145 15,645 16,145 16,645
Other Suppliers
------------------------------
Clean (MWh) 3,461 4,276 4,998 5,163 5,328 5,493
XxXx (MWh) 3,831 3,438 4,089 4,224 4,359 4,494
New (MWh) - - - - - -
------------------------------ --------------------------------------------------------------------------
Total (MWh) 7,292 7,714 9,087 9,387 9,687 9,987
==============================================================================================================
DTE-CoEnergy Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99
------------------------------ --------------------------------------------------------------------------
Retail Product PA 1 (Count) 7,034 8,514 9,786 10,109 10,432 10,755
Retail Product PA 2 (Count) 7,230 9,284 11,184 11,553 11,922 12,292
Retail Product PA 3 (Count) 8,173 5,937 6,990 7,221 7,452 7,682
------------------------------ --------------------------------------------------------------------------
Total (Count) 22,436 23,736 27,960 28,883 29,806 30,729
Clean (MWh) 2,394 2,679 3,279 3,387 3,495 3,604
XxXx (MWh) 2,102 2,093 2,355 2,433 2,511 2,588
New (MWh) 365 371 423 438 452 466
------------------------------ --------------------------------------------------------------------------
Total (MWh) 4,861 5,143 6,058 6,258 6,458 6,658
Special Content Declaration: 49.3% 52.1% 54.1% 54.1% 54.1% 54.1%
43.3% 40.7% 38.9% 38.9% 38.9% 38.9%
7.5% 7.2% 7.0% 7.0% 7.0% 7.0%
Aggregate Green Mountain Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
----------------------------- ----------------------------------------------------------------------- ------------------
Retail Product PA 1 (MWh) 6,001 6,176 6,351 6,526 6,701 6,876 69,305
Retail Product PA 2 (MWh) 6,858 7,058 7,258 7,458 7,658 7,858 78,525
Retail Product PA 3 (MWh) 4,286 4,411 4,536 4,661 4,786 4,911 51,131
------------------------------ -------------------------------------------------------------------------------------------
Total (MWh) 17,145 17,645 18,145 18,645 19,145 19,645 198,960
Basis: Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est. Rev. Est. Estimated
Aggregate GM
------------------------------
Clean (MWh) 9,370 9,643 9,916 10,189 10,463 10,736 107,874
XxXx (MWh) 7,295 7,508 7,721 7,933 8,146 8,359 85,481
New (MWh) 480 494 508 522 536 550 5,605
------------------------------ -------------------------------------------------------------------------------------------
Total (MWh) 17,145 17,645 18,145 18,645 19,145 19,645 198,960
Other Suppliers
------------------------------
Clean (MWh) 5,658 5,823 5,988 6,153 6,318 6,483 65,140
XxXx (MWh) 4,629 4,764 4,899 5,034 5,169 5,304 54,236
New (MWh) - - - - - - -
------------------------------ -------------------------------------------------------------------------------------------
Total (MWh) 10,287 10,587 10,887 11,187 11,487 11,787 119,376
===============================================================================================================================
DTE-CoEnergy Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Year-End
------------------------------ ----------------------------------------------------------------------- ------------------
Retail Product PA 1 (Count) 11,078 11,401 11,724 12,048 12,371 12,694 12,694
Retail Product PA 2 (Count) 12,661 13,030 13,399 13,769 14,138 14,507 14,507
Retail Product PA 3 (Count) 7,913 8,144 8,375 8,605 8,836 9,067 9,067
------------------------------ -------------------------------------------------------------------------------------------
Total (Count) 31,652 32,575 33,498 34,422 35,345 36,268 36,268
Clean (MWh) 3,712 3,820 3,928 4,037 4,145 4,253 42,734
XxXx (MWh) 2,666 2,744 2,822 2,899 2,977 3,055 31,245
New (MWh) 480 494 508 522 536 550 5,605
------------------------------ -------------------------------------------------------------------------------------------
Total (MWh) 6,858 7,058 7,258 7,458 7,658 7,858 79,584
Special Content Declaration: 54.1% 54.1% 54.1% 54.1% 54.1% 54.1% 53.7%
38.9% 38.9% 38.9% 38.9% 38.9% 38.9% 39.3%
7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Note: Estimates held constant, actuals for Jan. and rev. estimate for Feb. added.
