Exhibit 10(b)(ii)
SERVICE AGREEMENT
BY AND BETWEEN
NEW ENGLAND POWER SERVICE COMPANY
AND
Granite State Energy
--------------------
This Agreement is made and entered into as of the 1st day of
July, 1996 (this "Agreement") by and between Granite State
Energy, Inc. ("Client" or "GSEnergy") having offices at 00
Xxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx and NEW ENGLAND POWER
SERVICE COMPANY ("NEPSCo") having offices at 00 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx.
Section 1: Description of Services
NEPSCo will provide Client with billing related services
described in Exhibit A and certain customer services (the
"Services"). The descriptions of the Services to be provided the
client are incorporated (Exhibit A) herein and made a part
hereof.
Section 2: Extent of Agreement
NEPSCo shall exercise all reasonable skill, care and
diligence in carrying out the Services, shall carry out its
duties in accordance with recognized professional standards and
shall provide everything reasonably necessary to complete the
Services in accordance with the requirements of this Agreement.
Section 3: Term
This Agreement shall be in effect as of the date hereof and
through the final billing cycle for each Customer (as defined in
Exhibit A) following termination of the NH Pilot (as defined in
Exhibit A), unless earlier terminated by the parties as provided
herein. Either party may terminate this Agreement by providing 90
days written notice. Notwithstanding anything to the contrary
herein, the obligation to pay the other party money due under
this Agreement shall survive expiration and termination of this
Agreement. Further, the obligations of the parties in this
Agreement shall remain in effect to the extent necessary to
comply herewith.
Section 4: Payment Terms
Payment terms are set forth in Exhibit B, attached hereto
and made a part hereof.
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Section 5: Limitation of Liability
In no event shall either party be liable to the other party
or to any other third party for any indirect, reliance, multiple,
incidental, special, consequential, or punitive damages connected
with or arising out of the Agreement, including, but not limited
to, from NEPSCo's performance of any Services hereunder, whether
or not either party was advised of the possibility of such
damages. In no event shall NEPSCo be liable in contract, tort,
NHRSA 358-A, or otherwise (including negligence, warranty, or
strict liability) for amounts in excess of the total of all
amounts earned by NEPSCo in connection with this Agreement,
whether or not NEPSCo was advised of the possibility of such
damages.
Section 6: Warranties
NEPSCo and its affiliates, successors and assigns make no
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE with respect to the Services.
Section 7: Indemnification
To the fullest extent permitted by law, Client shall
indemnify and hold harmless, and at NEPSCo's option, defend
NEPSCo and its affiliates, and their officers, directors,
employees, agents, servants, and assigns (collectively, "NEPSCO
Parties") from and against any and all claims and/or liability
for losses, expenses, damage to property, injury to or death of
any person, including, but not limited to, Client's employees,
NEPSCo's and its affiliates' employees, subcontractors and
subcontractors' employees, or any other liability incurred by
NEPSCo or its affiliates, including expenses, legal or otherwise,
caused wholly or in part by any act or omission, negligent or
otherwise of Client, its officers, directors, employees, agents,
servants, or assigns arising out of this Agreement, except to the
extent caused by any act or omission, negligent or otherwise, of
the NEPSCo Parties.
Section 8: Assignment and Subcontracting
NEPSCo shall not assign or subcontract the Services or any
part thereof without Client's written consent, which Client shall
not unreasonably withhold.
Section 9: Independent Contractor
NEPSCo is, and shall at all times remain, an independent
contractor.
Section 10: Entire Agreement
This Agreement constitutes the entire Agreement between the
parties with respect to the Services and all previous
representations, either written or oral, are hereby annulled and
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superseded. No modification of any of the provisions of this
Agreement shall be binding unless agreed to in writing and signed
by a duly authorized representative of each party hereto.
Section 11: No Third Party Beneficiaries
The work performed by NEPSCo under this Agreement is for
Client's use and benefit only, and not for the use and benefit of
any other person, party, or entity. Any use of or reliance upon
the work product provided under or in connection with this
Agreement by any party other than Client shall be at the sole
risk of such party. NEPSCo shall have no liability under
contract, third party beneficiary theory, tort, strict liability,
or otherwise for any third party's use or reliance upon work
performed pursuant to this Agreement.
Section 12: Confidentiality
NEPSCo agrees to take reasonable measures to hold in
confidence all pricing related information provided and
specifically designated by Client as Confidential Information,
other than that of a clearly public nature or that which Client
has acquired from other sources, and except as otherwise required
to be disclosed by law, regulation or judicial or administrative
order.
Section 13: Force Majeure
NEPSCo shall not be considered in default under this
Agreement or responsible in tort, strict liability, contract or
other legal theory to Client for damages of any description for
any interruption or failure of service or deficiency in the
quality or quantity of service, or any other failure to perform
if such failure is caused by factors beyond NEPSCo's reasonable
control, including without limitation, storm, flood, lightning,
earthquake, fire, explosion, equipment failure, civil
disturbance, labor dispute, act of God or the public enemy,
action of a court or public authority, scheduled or unscheduled
withdrawal of facilities from operation for maintenance or
repair, or any other cause beyond the reasonable control of
NEPSCo; provided, however, that NEPSCo shall use reasonable
efforts to remedy or correct any such failure or interruption as
soon as reasonably possible.
Section 14: Amendments, Modifications and Assignments
Except as provided in Section 8 above, this Agreement may
not be assigned, amended, modified, superseded, or waived, in
whole or in part, except by a written instrument signed by
authorized representatives of each of the parties hereto. A
waiver in one or more instances of any rights under this
Agreement shall not constitute a waiver of such rights for other
or future instances.
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Section 15: Enforceability
Should any portion of this Agreement be judicially declared
invalid, unenforceable, or void, such decision shall not have the
effect of invalidating or voiding the remainder of this
Agreement, and the parties hereto agree that the portion or
portions of this Agreement so held to be invalid, unenforceable,
or void shall be deemed to have been stricken and the remainder
shall have the same force and effect as if said portions or
portions had never been included herein.
Section 16: Headings
Headings are provided herein for the convenience of the
parties and shall not be construed to explain or modify any part
of this Agreement.
Section 17: Notices
Except as otherwise provided in this Agreement, any notices
under this Agreement shall be in writing and shall be sufficient
if delivered by (i) hand, (ii) U. S. Mail, first class postage
pre-paid, or (iii) facsimile, with confirmation of receipt to the
parties as follows:
For NEW ENGLAND POWER SERVICE COMPANY:
Xxxx X. Xxxxxxxx
Vice President
00 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
For GSEnergy
Xxxxxx Xxxxxxx
Marketing Manager
00 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Phone: (000) 000-0000
Section 18: Applicable Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Hampshire without
regard to the principles of conflict of laws contained therein.
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IN WITNESS WHEREOF, each party hereto has caused this
Agreement to be executed by its duly authorized representative as
of the day and the year first set forth above.
GSEnergy
By: s/Xxxx X. Xxxxxxx
Title: President
NEW ENGLAND POWER SERVICE COMPANY
By: s/Xxxx X. Xxxxxxxx
Title: Vice President
EXHIBIT A
SERVICES
GSEnergy has requested that NEPSCo provide it with billing
related services for retail customer sales within Granite State
Electric Company's franchise territory under the New Hampshire
Public Utilities Commission's ("Commission") Retail Competition
Pilot Program ("NH Pilot"), which services will be provided
consistent with the Commission's rules and orders under Docket
No. 95-250. GSEnergy will supply the NEPSCo with rates to be
implemented for designed customer classes. NEPSCo will utilize
the supplied rates and usage information to calculate the
supplier portion of customer bills, then integrate this billing
option with Transmission, Distribution and Stranded Cost
components (T/D/S) of Granite State Electric's xxxx in a single
mailing to the customer.
Billing services include a single price among all customers
within a class on the following rate/pricing structure:
Rate Class Structure Pricing Schedule
-------------------- ----------------
Residential Flat Energy
Residential- Time of Use On/Off Peak Energy
Residential- High Use
(greater than 25 KWH year) Flat Energy
Residential- Aggregated (GAC) Flat Energy
Small C&I- Energy Only Flat Energy
Small C&I- Demand Flat Energy & Demand
Large C&I- Demand On/Off Peak Energy & Demand
The initial establishment of rates will be at no additional cost
provided there is only one per Rate Class Structure (e.g. one
price option per rate structure). Requests to change the pricing
on an existing Rate Class Structure or to add multiple rates
within a structure must be submitted in writing at least five
business days prior to the requested implementation date.
Multiple pricing among customers within a Rate Class Structure
will result in the additional charges set forth in Exhibit B.
Definition of Billing Demand:
----------------------------
Billing Demand shall be the greater of:
1) The greatest fifteen-minute peak usage occurring during the
On-Peak hours period during the month as measured in kilowatts
for each Account, or
2) 90% of the greatest fifteen-minute peak usage occurring during
On-Peak hours period during the month as measured in
kilovolt-amperes for each Account where kilowatt Demand exceeds
75 kilowatts, or
3) 80% of the greatest Billing Demand as so determined above
during the preceding eleven months.
Note: On-Peak denotes the hours of 8:00 am - 9:00 pm, Monday thru
Friday, except holidays. Off-Peak periods are 9:00 pm - 8:00 am,
Monday thru Friday and all day Saturdays, Sundays, and holidays.
Holidays are New Years Day; Presidents Day; Memorial Day;
Independence Day; New Hampshire Day; Columbus Day; Thanksgiving
Day; and Christmas Day.
Customer Payment:
----------------
Upon receipt of payments by Granite State Electric Company
("GSEC") for customers purchasing electric energy from GSEnergy
("Customer"), NEPSCo will ensure that the portion of revenue
attributable to sales of electric energy by GSEnergy is forwarded
to GSEnergy, including, without limitation, GSEnergy's
proportionate share of any Service Fees (as defined below)
received by midnight of the business day following receipt of
payment by GSEC, e.g., payments received on Monday will be
forwarded to GSEnergy by midnight on Tuesday. Payments made to
GSEnergy will be made in a lump sum representing all Customer
revenue received on behalf of GSEnergy for a given day. These
lump sum payments to GSEnergy will be made via an Automated
Clearinghouse (ACM) transaction and credited to a pre-determined
GSEnergy bank account. GSEnergy must provide NEPSCo with the name
of the receiving Bank routing and transit number (ABA number) and
Bank account number to facilitate this transfer. The GS Energy
credited amount will be accompanied by an electronic file which
provides a detailed payment summary for each individual Customer.
If GSEnergy is credited with a customer payment under the
immediate preceding paragraph hereof and the Customer's payment
is not honored for any reason by the Customer's bank, then the
amount credited to GSEnergy for such Customer's electric energy
will be charged back to GSEnergy and included in the nightly
transmission of customer payment records.
Existing service fees ("Service Fees"), such as interest charges
for unpaid balances, shall remain in effect and be assessed, as
applicable, to each Customer account. The cash posting sequence
for Customer payments is detailed below:
Cash Posting:
------------
The following cash posting sequence will be in effect upon
receipt of a Customer's payment.
A. Granite State Cash Posting:
--------------------------
1) Rental Arrears
2) Arrears 120 Days and Greater
3) Arrears, 90 Days
4) Arrears, 60 Days
5) Arrears, 30 Days
6) Rental Current
7) Net Current Balance
8) Miscellaneous Arrears
9) Miscellaneous Current
10) Charge off Transfer Balance
Note: Following the Granite State Electric Cash posting sequence
outlined above, remaining dollars will be credited to GSEnergy as
follows:
B. GSEnergy Cash Posting:
---------------------
1) Arrears 120 Days and Greater
2) Arrears, 90 Days
3) Arrears, 60 Days
4) Arrears, 30 Days
5) Net Current Balance
Note: Following the GSEnergy cash posting sequence outlined
above, any remaining dollars i.e credit balance, will be held and
applied to the Granite State Electric net current balance.
Collection of Final Billed Accounts:
-----------------------------------
If GSEnergy or a Customer terminates service for any reason,
NEPSCO will issue a final xxxx to the Customer. If after 21
billing cycles a balance remains outstanding, we will issue a
reminder xxxx and message to the Customer. This process will be
repeated after 42 billing cycles if necessary. If after 63
billing cycles a Customer's balance remains unpaid, NEPSCo will
remove this Customer from our billing records and forward to
GSEnergy a hard copy report of any uncollected balance for
further collection action if so desired.
Collection Notices:
------------------
NEPSCo has created three levels of collection xxxx messages to
print on an GSEnergy customer's xxxx. NEPSCo will work with
GSEnergy to modify the wording and dollar parameters used to
generate a message on a customer's xxxx. Requests to amend any
notice or dollar parameter used to generate such notices will
result in additional charges in accordance with Exhibit B.
Reporting:
---------
NEPSCo has the ability to develop customized reports outlining
pertinent information such as: sales, cash receipts and aging of
accounts receivables for all of GSEnergy's customers. Requests to
create a customized report will result in additional charges in
accordance with Exhibit B.
Billing Adjustments:
-------------------
NEPSCo will make its Customer Service staff available to GSEnergy
on a requested basis and at additional cost for the purpose of
applying general adjustments to the GSEnergy portion of a
customer's account. Charges for such services are set forth in
Exhibit B.
Customer Service:
----------------
NEPSCo has the ability, knowledge and resources to provide
optional Customer Services to GSEnergy. These services include
but are not limited to, providing customer service
representatives to answer phone calls from GSEnergy's customers.
NEPSCo will provide GSEnergy with a unique 800 phone number
printed on the supplier portion of your customer's xxxx. Phones
will be answered using GSEnergy's name and our representatives
will be trained to respond to a wide variety of call types.
Charges for such services are set forth in Exhibit B.
Notice of Modifications:
-----------------------
GSEnergy shall submit all requests for modification to services
via certified mail to the following:
Massachusetts Electric Customer Service & Operations Center
c/o Xxxxx X. Xxxxxxxxx
Manager - Billing & Systems
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
EXHIBIT B
PRICING
Charges for Billing of Supplier Use:
-----------------------------------
The costs outlined below apply to all standard billing related
services set forth in Exhibit A, but does not include
non-standard services specifically excluded under Exhibit A that
result in additional charges. The following fee schedule applies
on a per xxxx generated basis.
Rate Class Billing Cost
---------- ------------
D-1 $1.42
D-20 $1.62
T-1 $1.54
G-6 $1.77
G-7 $1.55
G-8 $1.33
V-1 $1.41
Requests for multiple pricing within a Rate Class Structure will
result in additional charges based upon an hourly rate of $65.00.
Requests for making general billing adjustments will be serviced at
a charge of $5.00 per customer adjustment.
Invoices/Payment Terms:
----------------------
GSEnergy will receive a monthly invoice from NEPSCo. Payment is due
upon receipt. Upon the expiration or termination of the parties'
obligations under this Agreement, any monies or other charges due
to either party to this Agreement shall be paid within 30 days;
provided, however, any refund that arises under Price Adjustment
below shall be payable from NEPSCO within 30 days from the date
that it has the necessary information to calculate the true up
pricing. Bills not paid within the 30 days by either party shall
bear interest at the rate of 1-1/2% per month on any unpaid
balance.
Collection Notices:
------------------
GSEnergy will be charged on a time and expense basis at actual cost
to amend any notice or dollar parameter used to generate such
notices.
Reporting:
---------
NEPSCo will review any request to create a customized report and
charge GSEnergy on a time and expense basis at actual cost to
develop such reports.
Charges For Optional Customer Service:
-------------------------------------
Optional customer service support will be charged on a time and
expense basis at actual cost.
Additionally, GSEnergy will be invoiced for any incremental phone
company charges incurred as a direct result of GSEnergy's customer
service phone number.
Price Adjustment:
----------------
The charges for customer service and billing related services set
forth herein will be adjusted to reflect actual costs incurred by
NEPSCo based upon the Public Utility Holding Company Act of 1935
and SEC regulations and orders. Said adjustments will be calculated
annually following the close of each calendar year applicable to
this Agreement.
Tax Implications:
----------------
As a supplier, GSEnergy will be responsible to collect and pay all
applicable State and/or Federal taxes associated with this pilot.
