10.98
Energy Supply Agreement
Select Energy, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇-▇▇▇-▇▇▇-▇▇▇▇
Buyer:
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Company: Quaker Fabric Corp. of Fall River,
Inc.
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Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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City: New Bedford State: MA Zip Code:
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Contact Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President
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Email Address: Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Type of Supply: Firm, Full Requirements
Term: 36 months Estimated Start Date: January 1, 2002 meter read Expiration Date: December 31, 2004
Price: See Exhibit 1 Facility/LDC: See Exhibit 4
Point(s) of Delivery: The point(s) of interconnection between the NEPOOL Pool Transmission Facilities (PTF)
and the non-PTF facilities of the Transmission and Distribution Utility (LDC) that is
responsible for the transmission and distribution of energy to the Buyer under the
LDC's applicable tariff. If a Congestion Management System (CMS) is implemented in New
England during the Term of this Agreement, the Point of Delivery(s) will be changed to
the New England Trading Hub as designated by the Federal Energy Regulatory Commission
(FERC) or, if not specifically designated by FERC, substation(s) as defined by Seller
located within the vicinity of the Northfield Mountain Pumped Storage Facility.
This Energy Supply Agreement ("Agreement") between Select Energy, Inc.
("Seller") and Buyer (collectively, the "Parties") consists of this Cover Sheet
and the following documents, all of which are incorporated by this reference and
are integral parts thereof:
Exhibit 1: Pricing Table(s)
Exhibit 2: Standard Terms and Conditions - Version 2001.02
Exhibit 3: State-Specific Terms and Conditions
Exhibit 4: List of Accounts and Switching Agreement
Exhibit 5: Energy Disclosure Label
To the extent possible, this Agreement will be interpreted and construed
consistently. In any case of inconsistency, conflict or ambiguity between or
among the various components of this Agreement, the order of precedence shall be
as follows: this Cover Sheet; the Pricing Table(s); the Standard Terms and
Conditions; the State-Specific Terms and Conditions; and the other Exhibits (in
descending order).
The Parties, intending to be legally bound, hereby agree to the terms and
conditions of this Agreement. The individual(s) signing this Agreement below are
duly authorized to execute this Agreement. (Signatures are also required in
Exhibit 4 regarding the switching of suppliers.)
Authorized Buyer Signature
Signature:
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Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Controller
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Date: 11/26/01
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Select Energy, Inc.
Signature:
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Director, Sales & Marketing
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Date: 12-4-2001
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In accordance with the Massachusetts Restructuring Act (Chapter 164, Section
1.F, Subsection (8)(a)(ix)), Buyer has the right to rescind, without cost or
penalty, the choice of generation supplier no later than midnight on the third
day following Buyers' receipt of written confirmation of the execution of this
Agreement by both Parties. To exercise such right of rescission, Buyer must
notify Seller in writing, as set forth in Section 2.16 of this Agreement, of
such decision before the expiration of such three (3) day period. Use this
notice, by dating and signing below, to notify Seller if you wish to exercise
your right to rescind.
I WISH TO CANCEL
Customer:
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Authorized Customer Signature:
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Date:
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Exhibit 1
Pricing Table - For MECO Accounts
------------------------------------------------------------------------
Seller's LDC
Average Standard LDC Default
Month /Year Total Rate Offer Rate Service
$/kWh $/kWh $/kWh
------------------------------------------------------------------------
1/1/02 - 12/31/04 ---------- ----------- -----------
------------------------------------------------------------------------
------------------------------------------------------------------------
Primary Interval metered
------------------------------------------------------------------------
Rate G3 (B3) $0.04588
------------------------------------------------------------------------
------------------------------------------------------------------------
Secondary Interval metered $0.04741
------------------------------------------------------------------------
Rate G2 (B2) $0.04851
------------------------------------------------------------------------
Rate G1 (B1 & A9) $0.05089
------------------------------------------------------------------------
Rate S1, S2, S3 $0.04564
------------------------------------------------------------------------
1.1 The prices in this Agreement are confidential and proprietary.
1.2 The Buyer will be billed monthly based on the "Average Total Rates" shown
above. These rates are inclusive of all line losses to, and are priced at,
the Business Meter(s) as defined in Section 3.4 of this Agreement.
Ancillary Services, as defined and required by ISO New England, Inc.
("ISO-NE") for full-requirements electric supply, are included in Seller's
pricing above.
1.3 In the event that the LDC meter-reading occurs more than five (5) days
after the Estimated Start Date listed in the Cover Sheet of this
Agreement, Seller reserves the right, at its sole discretion, to recover
any commercially reasonable costs incurred by Seller in excess of what
Seller would have otherwise incurred if the final meter-reading had
occurred on the Estimated Start Date. In the event that the LDC
meter-reading occurs more than (5) days after the Expiration Date listed
in the Cover Sheet of this Agreement, the pricing for any period after the
Expiration Date will be established by Seller, based on current market
conditions at that time, such that the pricing enables Seller to recover
commercially reasonable costs plus an administrative fee of 10%.
1.4 The Average Total Rates shown above shall be used for estimated billing
per Section 3.4 and payment for differences per Section 3.7 of this
Agreement.
1.6 The pricing shown above excludes all applicable taxes.
1.7 Buyer has no minimum or maximum purchase commitments for any period of
time during the term of the Agreement. However, Buyer agrees to notify
Seller of any increase or decrease in current monthly aggregate electric
consumption, for all accounts listed in Exhibit 4, greater than or equal
to 20% more or less than the aggregate electric consumption in the
comparable period of the prior year, excluding any consumption changes
arising from weather conditions or due to normal operating activities of
the Buyer ("Material Change"). Buyer will provide Seller with notice of
Material Changes under this Agreement as follows:
(a) Addition/Deletion of Facilities: 30 days prior to inception of construction or closing of facility
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(b) Other Planned Changes: 7 days prior to the inception of the planned change
(c) Unplanned Changes: Commercially reasonable notice after the Buyer becomes
aware of the unplanned change
In the event that Buyer fails to provide notice of a Material Change on a
timely basis, as provided herein, Seller is entitled to recover from Buyer
any direct, commercially reasonable costs incurred by Seller, in excess of
those costs that Seller would have otherwise incurred, as a result of the
Material Change, commencing from the date that such notice should have
been provided and ending on the date that Seller received notification or
otherwise became aware of such Material Change, recognizing that such
reasonable costs may include costs incurred by Seller that extend beyond
the date notification is received by Seller.
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Exhibit 2
Standard Terms and Conditions - Version 2001.02
2.1 Scope of Agreement - Seller agrees to sell (directly or through the LDC, as
provided in this Agreement) and deliver electricity to the Point of Delivery for
Buyer's Facilities (see Exhibit 4) and Buyer agrees to purchase exclusively and
cause to be received from Seller all of Buyer's electric energy requirements
during the Term, in accordance with this Agreement (including, without
limitation, all Exhibits hereto), which contains the entire agreement of the
Parties with respect to the subject matter hereof, and supersedes any and all
written and oral agreements, arrangements, understandings and representations of
the Parties with respect to the supply of electricity at the Facilities.
2.2 Electric Energy Supply - Seller will be responsible for arrangements for the
transmission and delivery of the electric energy to the LDC at the Point of
Delivery, in compliance with ISO-NE requirements, for distribution to Buyer by
the LDC under the LDC's applicable tariffs. Title to and risk of loss with
respect to the electric energy will transfer from Seller to Buyer at the Point
of Delivery. Seller shall not be directly or indirectly responsible for the
maintenance or operation of the electric lines and systems of, or for any
service interruptions, loss of service, or deterioration of electric services
caused by, the LDC, NEPOOL, ISO-NE or any other provider of transmission and
distribution service.
2.3 Term - The Term of this Agreement is set forth in the Cover Sheet. Energy
deliveries pursuant to this Agreement will begin on the "Estimated Start Date"
set forth in the Cover Sheet or as soon as necessary arrangements are made with
the LDC thereafter to transfer Buyer's electric energy supply responsibilities
to Seller, in accordance with applicable rules of the LDC, and will end on the
meter reading date on or immediately prior to the "Expiration Date" set forth in
the Cover Sheet. Buyer authorizes Seller to make all necessary arrangements with
the LDC for switching service from Buyer's previous supplier to Seller.
2.4 Amendment/Changes in Requirements - This Agreement may be changed, modified
or otherwise amended (in whole or in part) only by an instrument in writing
signed by an authorized representative of each Party, except that (a) Seller
reserves the right to modify this Agreement upon written notice to Buyer in the
event of substantive changes in (i) the LDC's service furnished to, or
relationship with, electricity suppliers, generators and/or marketers, (ii) in
ISO-NE requirements, and/or (iii) tax laws, regulations or interpretations;
and/or (b) the Parties shall negotiate in good faith any supplement needed in
the reasonable opinion of either Party to address any changes that occur after
the Estimated Commencement Date in laws and regulations or ISO and/or LDC
requirements that, in each case, adversely affect Seller's provision of electric
supply hereunder and has not resulted in an amendment pursuant to clause (a)
above, provided that if the Parties cannot reach an agreement, Seller will
provide Buyer with a minimum of fifteen (15) days notice regarding any changes
in contract terms, and if Buyer objects thereto, Seller may terminate this
Agreement, without recourse or liability whatsoever for future services.
2.5 Termination by Seller - In addition to all of its rights and remedies
hereunder and at law and in equity, Seller may terminate this Agreement at any
time after the occurrence of any of the following conditions, by written notice
to Buyer given before Buyer cures the same:
a) Buyer fails to make any payment due hereunder within thirty (30) days
after its due date;
b) Buyer misrepresents its financial condition when providing credit
information or financial assurances as requested under Section 2.15.
c) Buyer breaches any of the other material terms and conditions of this
Agreement and fails to cure such default within thirty (30) days from
receipt of written notice from Seller (which shall be extended to sixty
(60) days if Buyer diligently pursues any cure that cannot be reasonably
effected within such 30 days); or
d) Buyer makes a general assignment for benefit of its creditors, is
insolvent, has a receiver appointed because of insolvency, files
bankruptcy or has a petition for involuntary bankruptcy filed against it.
Termination of this Agreement by Seller shall not relieve Buyer of its
obligation to pay Seller for any service rendered prior to termination.
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2.6 Termination by Buyer - Buyer has no right to terminate this Agreement prior
to the expiration of the Term; provided that if Seller breaches any of the
material terms and conditions of this Agreement and fails to cure such default
within thirty (30) days from receipt of written notice from Buyer (which shall
be extended to sixty (60) days if Seller diligently pursues any cure that cannot
be reasonably effected within such 30 days), Buyer may thereafter terminate this
Agreement by written notice given to Seller before Seller cures the same.
2.7 Metering and Energy Use - Unless otherwise provided in an Exhibit to this
Agreement, metering of electric energy sold to Buyer shall be the responsibility
of the LDC in accordance with the LDC's terms and conditions applicable to
delivery of competitive electric energy supply. Buyer authorizes Seller to
obtain copies of Buyer's energy usage records from, and to review them with, the
LDC. Buyer agrees that it shall be the ultimate consumer of all electric energy
delivered to it and such electricity shall be consumed at Buyer's Facilities.
2.8 Taxes - Buyer shall be responsible for all applicable taxes (excluding
income taxes imposed on Seller) and royalties associated with sales under,
and/or performance of, this Agreement. Seller or LDC (whichever is billing Buyer
for energy purchased under this Agreement) shall include on the Buyer's ▇▇▇▇ and
remit to the appropriate authority all sales or other applicable taxes imposed
with respect to the sale or consumption of electricity hereunder. Buyer shall be
responsible for identifying and requesting any exemption from the collection of
any tax by providing appropriate documentation to the LDC and Seller. Buyer's
obligations with respect to taxes shall survive the termination or expiration of
this Agreement.
2.9 Force Majeure - Force Majeure means an event, other than an inability to
pay, which is not within the reasonable control of the Party claiming Force
Majeure and which cannot be avoided by the exercise of reasonable diligence,
including but not limited to natural catastrophe, flood, explosion, fire, riots
or civil disturbance, sabotage, strikes or other labor difficulties, act of
public enemy, rules or actions of ISO-NE or the LDC, or changes in applicable
laws, regulations or government orders that materially interfere with the
Party's ability to perform its obligations contemplated by this Agreement. A
Force Majeure or similar event suffered by ISO-NE, the LDC, or Seller's supplier
shall constitute a Force Majeure hereunder. Upon delivery of a reasonably
specific notice of a Force Majeure to the other Party, the obligations of the
Party giving such notice shall be suspended. The cause of the Force Majeure will
be remedied with all reasonable diligence; however, neither Party shall be
required to settle a strike or labor difficulty when it is inadvisable to do so
in such Party's sole discretion.
2.10 Confidentiality - Buyer shall maintain the strict confidentiality of all of
the terms and provisions of this Agreement, including, without limitation, the
pricing structure, and any information furnished by Seller to Buyer hereunder
that has been marked confidential or has been afforded similar proprietary
treatment. Buyer shall not disclose such information except: (a) to its agents
and employees to the extent necessary for the administration of this Agreement;
(b) in connection with any enforcement action or proceeding relating to this
Agreement; and (c) as may be required by law or judicial order or decree or as
requested by a governmental authority, in which case Buyer shall promptly notify
Seller of any request for such disclosure and cooperate with Seller to minimize
such disclosure. Seller shall be entitled to injunctive relief to enforce the
foregoing provisions, in addition to all other rights and remedies at law and in
equity.
2.11 Publicity - Seller is authorized to create and distribute appropriate
marketing materials communicating its overall business association with Buyer;
provided that Seller will not publicize Buyer-specific consumption information
without Buyer's consent. Examples of permissible publicity include brochures,
case studies, press releases to trade publications, and/or other sales
literature. Buyer will not unreasonably withhold approval for Seller to use the
necessary photographs (e.g., of Buyer facilities), contact person's name and
telephone number, and brief description(s) of Seller's work for inclusion in
these marketing materials.
2.12 Severability; Waiver - If any provision or portion of this Agreement is
determined to be illegal or unenforceable by a court or any regulatory agency
with competent jurisdiction, the remainder of this Agreement
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shall remain in full force and effect and shall not be rendered illegal,
unenforceable or otherwise affected by such disposition; provided, however, that
if the invalidity, illegality or inability to enforce any such provision results
in a material alteration of the terms of this Agreement, the remaining
provisions of this Agreement shall be adjusted equitably so that no Party
benefits disproportionately. Either Party's failure to insist upon strict
performance of any provision herein shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future.
2.13 Successors and Assigns - This Agreement is binding on the successors and
permitted assigns of the respective Parties. Neither Party may directly or
indirectly assign, transfer, or otherwise convey any of its rights or
obligations under this Agreement, including, without limitation, through a
change in control of equity ownership, merger, consolidation, or the sale of all
or substantially all of the assets of a Party, in each case without the prior
written consent of the other Party, which shall not be unreasonably withheld or
delayed (it being understood that Seller may withhold its consent for failure by
Buyer's proposed transferee to satisfy the credit review set forth in Section
2.15). Notwithstanding the foregoing, Seller may assign this Agreement to any
affiliate of Seller whose financial condition as of the date of the transfer
equals or exceeds the financial condition of Seller immediately prior to
assignment (as determined in accordance with generally accepted accounting
principles consistently applied) without the consent of the Buyer and without
recourse to Seller. Any consent granted by Seller shall not relieve Buyer of its
obligations with respect to services rendered hereunder prior to such transfer.
Any transfer or assignment in violation of the foregoing shall be null and void.
2.14 Limitation of Liability - Recognizing that electricity provided hereunder
shall be ultimately delivered by the LDC, Seller shall not be liable for any
damage to Buyer's equipment or facilities, or any economic losses, resulting
directly or indirectly from any service interruption, power outage, voltage or
amperage fluctuations, discontinuance of service, reversal of service, irregular
service or similar problems beyond Seller's immediate control. Moreover, the
occurrence of any of the foregoing shall not constitute a default by Seller
under this Agreement. SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED (INCLUDING WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
PURPOSE) WITH RESPECT TO THE PROVISION OF SERVICES AND ELECTRIC ENERGY
HEREUNDER. Neither Party shall be responsible for any incidental, indirect,
consequential, special, punitive, or exemplary damages of any kind.
2.15 Buyer Credit Checks - This Agreement is subject to Seller's approval of
Buyer's credit worthiness. At any time, Seller may require the Buyer to provide
credit information sufficient for Seller to make reasonable inquiry into Buyer's
creditworthiness. Upon failure to provide such information or assurance, Seller
has the right to deny the commencement of service to the Buyer or to terminate
this Agreement. If a Buyer deposit or other form of credit assurance is required
to obtain Seller credit approval, such credit assurance must be made available
to the Seller in the normal course of its business and will be returned to Buyer
after the expiration of this Agreement, subject to any withdrawals or other
offsets for non-performance of Buyer's obligations hereunder. If the form of
credit assurance is a deposit, subject to Seller's rights set forth herein, it
shall be returned to the Buyer, together with interest at a rate per annum equal
to the prevailing interest rate for 3-month U.S. Treasury Bills during the ▇▇▇▇
▇▇▇▇▇▇ held such deposit.
2.16 Notices - Any notice or other communication between the Parties shall be in
writing and shall be (a) delivered in person, (b) sent by facsimile (with a
confirmation immediately sent by priority delivery with an nationally recognized
overnight courier), or (c) sent by an nationally recognized courier service
(with shipping costs prepaid for priority delivery and return receipt
requested), in each case at the address specified by such Party from time to
time. All such communications shall be deemed to have been received on the first
to occur of (i) the date actually delivered in person to such address, (ii) the
date sent by facsimile if confirmation of receipt thereof is received by the
sending person, or (iii) two (2) business days after delivery to such courier.
2.17 Miscellaneous - This Agreement shall not benefit any third party and may
only be enforced by the Parties, or any permitted assignee. This Agreement (or
any portion hereof) may be executed in two or more counterparts, each
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of which shall be deemed an original, but all of which together shall constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures. Each Party shall execute and deliver such other documents and
instruments, provide such materials and information, and take such other actions
as may reasonably be necessary, proper or advisable, to the extent permitted by
applicable law, to fulfill the purposes and intent of this Agreement. The terms
"hereunder", "hereof" or any other similar variant refer to this Agreement in
its entirety.
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Exhibit 3
State-Specific Terms and Conditions
3.1 Governing Law - The interpretation and performance of this Agreement shall
be in accordance with, and controlled by, the laws of the Commonwealth of
Massachusetts, without regard to principles of conflicts of law.
3.2 Regional and Local Transmission - The prices set forth in this Agreement are
exclusive of charges for regional or local transmission or distribution costs
that may be imposed by ISO-NE or individual electric utilities such as the LDC.
These costs are the responsibility of the Buyer, and may be collected from the
Buyer by ISO-NE or by the LDC. If these costs are imposed on Seller, Seller will
invoice Buyer for these costs without ▇▇▇▇-up, and Buyer shall reimburse Seller
in accordance with the billing and payment terms herein.
3.3 Transmission Losses and Transmission Congestion Costs - The prices set forth
in this Agreement include losses associated with Seller's delivery of the energy
on the PTF and on the transmission and distribution system of the LDC. Until the
implementation of a CMS in New England, Seller shall be responsible for
Transmission Congestion Costs related to this Agreement that are imposed
directly on Seller by ISO-NE. Seller shall not be responsible for, and shall be
held harmless against, Transmission Congestion Costs related to this Agreement
that are imposed on the LDC. If a CMS is implemented in New England, Buyer will
be responsible for any price differential associated with any change in the
Delivery Point.
3.4 Billing, Payment - Unless otherwise specified in an Exhibit to this
Agreement, all billing under this Agreement shall be based on the meter readings
generated by meters of the LDC at the Facilities ("Business Meter(s)"). Invoices
will be rendered monthly. Seller reserves the right, at its sole discretion, to
change the format and type of information provided in the invoice. Payment shall
be made within thirty (30) days after the date of issuance of the invoice. Buyer
shall pay a late charge of 1.5% of the delinquent amount per month (or portion
thereof), or the maximum rate allowed by state law if that rate is less, for
payments received after the due date. Buyer shall pay all of Seller's reasonable
costs and expenses (including, without limitation, reasonable attorneys' fees)
in any collection or attempted collection of delinquent payments and any fees
assessed for returned checks. Billing may take place through the LDC at Seller's
option. The basis of all charges is the "Billing Period", defined as the time
period between two consecutive regular monthly meter readings or estimates of
such monthly meter readings. In the event that necessary billing data (actual
metered usage for billing determinants identified in Exhibit 1) is not received
from the LDC in time to prepare Buyer's monthly ▇▇▇▇, Seller reserves the right
to issue a ▇▇▇▇ based on an estimate of Buyer's total kWh usage for that billing
period, using consumption for the previous month and the "Average Total Rate"
identified in Exhibit 1 of this Agreement. Any over-charge or under-charge
resulting from such estimate will be accounted for in the next billing period
for which actual meter data is available. If, after Seller has rendered a
monthly ▇▇▇▇ or after the Term has expired, NEPOOL, ISO-NE, and/or the LDC
impose any costs on Seller for which Buyer is responsible hereunder, Seller may
separately invoice Buyer for such additional costs at any time.
3.5 EDI/EFT - Seller will provide Electronic Data Interchange (EDI) and
Electronic Funds Transfer (EFT) services available from the LDC, provided the
LDC and Seller can mutually access a common Value Added Network (VAN) or its
equivalent. The transaction types, and information provided, will be limited to
those mutually agreed to by the LDC and Seller. Charges for such service will
vary based on fees imposed by the LDC, the network providers and other service
providers, and Buyer shall be liable for any of those charges imposed on Seller.
3.6 Required Notices - If Buyer is currently receiving Standard Offer Generation
Service ("Standard Offer") from the LDC, once Buyer receives generation service
from Seller, Buyer will no longer be eligible to return to Standard Offer,
unless Buyer qualifies as a low-income customer or is part of a public municipal
aggregation plan. Default Generation Service ("Default Service") is power supply
provided by the LDC to customers that are not receiving electricity either
through Standard Offer or a competitive power supplier. In accordance with the
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Massachusetts Department of Telecommunications and Energy (DTE) regulations,
Seller's Energy Disclosure Label is provided in Exhibit 5. Seller will provide
an updated label, on a quarterly basis, to reflect certain characteristics of
Seller's electric generation supply (e.g., power sources, air emissions).
Seller's DTE license number is CS-011. Seller represents and warrants that it
has all of the licenses and regulatory approvals needed to perform its
obligations under this Agreement.
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Exhibit 4
List of Accounts - Switching and Billing Agreement
Buyer's facilities, as set forth in the table below ("Facilities"), are included
in this Agreement. This information will determine which accounts are enrolled
for service by Seller and how those accounts are billed. Multiple copies of this
Exhibit are required for multiple LDCs and/or multiple billing addresses.
Name of LDC: Massachusetts Electric Company
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LDC(1) Enrollment
Account # & Validation Service Location Name Service Address:
Meter # if Element(s)(2) (e.g. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇) ▇▇▇▇, ▇▇▇▇▇, Zip
available Sales GET/ LDC
Tax(3) GRT(3) Rate
Exempt Exempt Class
(Y/N) (Y/N)
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1 262243951001 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
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2 262241683001 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
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3 26236-93970-00 Plant ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
Meter # ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931778
INTERVAL
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4 26236-93968-00 Plant A6 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931770
INTERVAL
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5 26236-93967-00 Plant A6 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931771
INTERVAL
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6 26288-00500-01 ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) 4 ▇▇▇▇▇▇▇ Avenue (P41) ▇▇
▇▇▇▇▇ # ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
33333383
INTERVAL
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7 26236-93965-00 Plant B ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02929452
INTERVAL
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▇▇▇▇▇-▇▇▇▇▇-▇▇ Plant A/B ▇▇▇▇▇▇▇ Avenue S1
Meter # ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
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9 26236-95040-00 Warehouse ▇▇▇▇▇▇▇ Avenue ▇▇
▇▇▇▇▇ # ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02935616
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
10 26200-82040-05 Plant C ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ S1
Meter # ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
------------------------------------------------------------------------------------------------------------------------------
----------
(1) In most states, all meters associated with a LDC account number are enrolled
along with the account for service and billing purposes. If this is not your
intention, or if you have questions about whether your state supports the
enrollment of specific meters, call our Customer Information Center (CIC) at
▇▇▇-▇▇▇-▇▇▇▇.
(2) Validation elements are required by state regulations to ensure accurate
switching of customers. They are printed on your LDC ▇▇▇▇. If you have any
question, simply attach a copy of your latest LDC ▇▇▇▇.
(3) Sales Tax exemption certificates must be provided or taxes will be billed to
the account. For Gross Earnings or Gross Revenue Tax exemption, please provide
your SIC code in the Billing Information section.
--------------------------------------------------------------------------------
11
Exhibit 4
List of Accounts - Switching and Billing Agreement
Buyer's facilities, as set forth in the table below ("Facilities"), are included
in this Agreement. This information will determine which accounts are enrolled
for service by Seller and how those accounts are billed. Multiple copies of this
Exhibit are required for multiple LDCs and/or multiple billing addresses.
Name of LDC: Massachusetts Electric Company
--------------------------------------------------------------------------------------------------------------------------------
LDC(4) Enrollment
Account # & Validation Service Location Name Service Address:
Meter # if Element(s)(5) (e.g. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇) ▇▇▇▇, ▇▇▇▇▇, Zip
available Sales GET/
Tax (6) GRT(3) LDC
Exempt Exempt Rate
(Y/N) (Y/N) Class
------------------------------------------------------------------------------------------------------------------------------
11 26228-43040-00 Plant C ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931704
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
12 26200-80560-05 Plant D ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ S1
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
------------------------------------------------------------------------------------------------------------------------------
13 26224-34610-00 Plant D ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
029831785
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
14 26224-34590-00 Plant D ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G3
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931685
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
15 26224-02790-00 Plant E ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931637
NON-INTERVAL
------------------------------------------------------------------------------------------------------------------------------
16 26224-02810-00 Plant E ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931740
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
17 26200-80400-05 Plant E ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
------------------------------------------------------------------------------------------------------------------------------
18 26800-80350-05 Plant I ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
------------------------------------------------------------------------------------------------------------------------------
19 26813-35800-00 Plant I ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02931616
------------------------------------------------------------------------------------------------------------------------------
20 26200-84400-05 Plant J ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ N
999999999
------------------------------------------------------------------------------------------------------------------------------
----------
(4) In most states, all meters associated with a LDC account number are enrolled
along with the account for service and billing purposes. If this is not your
intention, or if you have questions about whether your state supports the
enrollment of specific meters, call our Customer Information Center (CIC) at
▇▇▇-▇▇▇-▇▇▇▇.
(5) Validation elements are required by state regulations to ensure accurate
switching of customers. They are printed on your LDC ▇▇▇▇. If you have any
question, simply attach a copy of your latest LDC ▇▇▇▇.
(6) Sales Tax exemption certificates must be provided or taxes will be billed to
the account. For Gross Earnings or Gross Revenue Tax exemption, please provide
your SIC code in the Billing Information section.
--------------------------------------------------------------------------------
12
Exhibit 4
List of Accounts - Switching and Billing Agreement
Buyer's facilities, as set forth in the table below ("Facilities"), are included
in this Agreement. This information will determine which accounts are enrolled
for service by Seller and how those accounts are billed. Multiple copies of this
Exhibit are required for multiple LDCs and/or multiple billing addresses.
Name of LDC: Massachusetts Electric Company
--------------------------------------------------------------------------------------------------------------------------------
LDC(7) Enrollment
Account # & Validation Service Location Name Service Address:
Meter # if Element(s)(8) (e.g. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇) ▇▇▇▇, ▇▇▇▇▇, Zip
available Sales GET/
Tax (6) GRT(3) LDC
Exempt Exempt Rate
(Y/N) (Y/N) Class
------------------------------------------------------------------------------------------------------------------------------
21 26236-90485-00 Plant J ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ # ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02930584
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
22 26218-27632-00 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇# ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
02990214
INTERVAL
------------------------------------------------------------------------------------------------------------------------------
23 26218-27600-26 Plant L ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ G1
Meter # ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Y
073151494
------------------------------------------------------------------------------------------------------------------------------
24 [REMOVED]
------------------------------------------------------------------------------------------------------------------------------
25
------------------------------------------------------------------------------------------------------------------------------
26
------------------------------------------------------------------------------------------------------------------------------
27
------------------------------------------------------------------------------------------------------------------------------
28
------------------------------------------------------------------------------------------------------------------------------
29
------------------------------------------------------------------------------------------------------------------------------
30
------------------------------------------------------------------------------------------------------------------------------
----------
(7) In most states, all meters associated with a LDC account number are enrolled
along with the account for service and billing purposes. If this is not your
intention, or if you have questions about whether your state supports the
enrollment of specific meters, call our Customer Information Center (CIC) at
▇▇▇-▇▇▇-▇▇▇▇.
(8) Validation elements are required by state regulations to ensure accurate
switching of customers. They are printed on your LDC ▇▇▇▇. If you have any
question, simply attach a copy of your latest LDC ▇▇▇▇.
(9) Sales Tax exemption certificates must be provided or taxes will be billed to
the account. For Gross Earnings or Gross Revenue Tax exemption, please provide
your SIC code in the Billing Information section.
--------------------------------------------------------------------------------
13
Billing Information:
Accounts will be billed monthly, and each account will receive an individual
▇▇▇▇. All of the bills will be sent to the following address. If you would like
some of the bills sent to another address, then please indicate which bills
should be sent to what addresses using copies of this Appendix.
Billing Contact: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Controller
--------------------------------------- -------------------------------
Billing Address:
----------------------------------------------
----------------------------------------------
----------------------------------------------
Billing Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax:
--------------------------------------- -------------------------------
Email:
---------------------------------------
SIC Code: (for Gross Earnings Tax Exemption use only)
--------------------------
Authorization:
The undersigned Buyer hereby authorizes Select Energy, Inc. (Seller) to notify
its LDC that Buyer has signed an agreement for the account(s) listed above to
receive electric service from Seller and to switch them to service by the
Seller. Pursuant to Buyer's agreement with Seller, Seller may from time to time
determine the date when these accounts will no longer be receiving service from
the LDC or any other provider and/or the date(s) on which Buyer may be placed on
the LDC's tariff service. The Buyer also agrees that the accounts will be billed
as described above.
Authorized Buyer Signature
Signature:
-----------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Title: Controller
-----------------------------------------
Date: 11/26/01
-----------------------------------------
Select Energy, Inc.
Signature:
-------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Title: Director, Sales & Marketing
-------------------------------------
Date: 12-4-2001
-------------------------------------
--------------------------------------------------------------------------------
14
Exhibit 5
Energy Disclosure Label
See attached document titled "Important Notice".
--------------------------------------------------------------------------------
15
