ࡱ> `]YZaܥhc e>а ,x| x| ||XXXXXhX$`%~|n@4XD&$||$|XX|||| SOUTHERN CALIFORNIA EDISON ENERGY SERVICE PROVIDER BASIC EDISON-ESP SERVICE AGREEMENT THE FORM OF THIS AGREEMENT HAD BEEN FILED WITH AND APPROVED BY THE CALIFORNIA PUBLIC UTILITIES COMMISSION (COMMISSION) FOR USE BETWEEN SOUTHERN CALIFORNIA EDISON (EDISON) AND ENERGY SERVICE PROVIDERS, AND MAY NOT BE WAIVED, ALTERED, AMENDED OR MODIFIED, EXCEPT AS PROVIDED HEREIN OR IN EDISONS APPLICABLE SERVICE TARIFFS, OR AS MAY OTHERWISE BE AUTHORIZED BY THE COMMISSION. BASIC EDISON-ESP SERVICE AGREEMENT TABLE OF CONTENTS Section Numbers Title Page  TOC \o "1-1" Section 1. Definitions.  PAGEREF _Toc393288535 \h 1 Section 2. Energy Service Provider Direct Access Requirements.  PAGEREF _Toc393288536 \h 4 Section 3. Customer Direct Access Requirements.  PAGEREF _Toc393288537 \h 5 Section 4. Billing and Metering Services.  PAGEREF _Toc393288538 \h 8 Section 5. Direct Access Customer Inquiries.  PAGEREF _Toc393288539 \h 10 Section 6. Term and Termination; Events of Default.  PAGEREF _Toc393288540 \h 10 Section 7. Confidentiality.  PAGEREF _Toc393288541 \h 12 Section 8. Payment of Fees and Charges.  PAGEREF _Toc393288542 \h 14 Section 9. Late Payment Charge.  PAGEREF _Toc393288543 \h 14 Section 10. Audit Rights.  PAGEREF _Toc393288544 \h 15 Section 11. Form of Agreement.  PAGEREF _Toc393288545 \h 15 Section 12. Data Retention.  PAGEREF _Toc393288546 \h 15 Section 13. Dispute Resolution.  PAGEREF _Toc393288547 \h 16 Section 14. Insurance and Indemnification.  PAGEREF _Toc393288548 \h 16 Section 15. Miscellaneous.  PAGEREF _Toc393288549 \h 17  BASIC EDISON-ESP SERVICE AGREEMENT TABLE OF CONTENTS ATTACHMENTS Attachment Number Title A Terms SA1 Service Attachment 1 - Consolidated Edison Billing Services SA2 Service Attachment 2 - Consolidated ESP Billing Services SA3 Service Attachment 3 - Edison Metering Services SA4 Service Attachment 4 - ESP Metering Services SA5 Service Attachment 5 - Edison Meter Reading Services SA6 Service Attachment 6 - ESP Meter Reading Services BASIC EDISON-ESP SERVICE AGREEMENT THIS BASIC EDISON-ESP SERVICE AGREEMENT (the Agreement) is entered into by and between the Energy Service Provider named in Attachment A hereto (ESP) and Southern California Edison Company (Edison). ESP and Edison are sometimes collectively referred to as the Parties and individually referred to as a Party. R E C I T A L S A. Edison is an electric utility distribution company engaged in, among other things, the delivery of electrical services to customers in its service territory, billing such customers for electrical services and other charges, and the ownership, installation and reading of electrical meters for such customers. B. ESP is an Energy Service Provider engaged in offering electrical service in direct access transactions to certain customers in Edisons service territory. ESP may also maintain accounts for and bill its customers for its electrical services, and may own, install, and/or read electrical meters for its customers. C. The Parties desire to set forth the terms under which ESP will offer electrical service in direct access transactions to customers in Edisons service territory, including their respective responsibilities for customer inquires regarding their respective services and charges, and the mechanisms and procedures for exchanging data and information in connection with such services and charges. D. Customers who purchase electrical services from ESP may, if offered by ESP, choose to have Edison or ESP provide consolidated billing for Edison and ESP services and charges. The Parties desire to set forth the terms under which Edison and ESP will perform such consolidated billing services for such customers. E. Customers who purchase electrical services from ESP may, if offered by ESP, choose to have electrical meters installed and/or read by ESP. The Parties desire to set forth the terms under which ESP will provide such metering services for customers, and under which Edison will provide metering services for customers who do not receive such services from ESP. NOW, THEREFORE, in consideration of the mutual obligations of the Parties, the Parties agree as follows: Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \r1 \*arabic1. Definitionsseq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 . seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0  The following terms, when used herein (and in the Attachments hereto) with initial capitalization, shall have the meaning specified in this Section. Capitalized terms which are not otherwise defined in this Agreement shall have the meanings given to them in Edisons Applicable Tariffs (as defined below). The singular shall include the plural and the masculine shall include the feminine and neuter, and vice versa. Includes or including shall mean including without limitation. References to a section or attachment shall mean a section or attachment of this Agreement, as the case may be, unless the context requires otherwise, and reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made. Unless the context otherwise requires, references to Applicable Laws or Applicable Tariffs shall be deemed references to such laws or tariffs as they may be amended, replaced or restated from time to time. 1.seq level1 \*arabic1 Agreement - This Basic Edison-ESP Service Agreement. 1.seq level1 \*arabic2 Applicable Law - Any applicable statute, rule, regulation, ordinance, order, decision or code of a Governmental Authority. 1.seq level1 \*arabic3 Applicable Tariffs - Edisons tariffs, including all rules, rates, schedules and preliminary statements, governing electric energy service to Customers in Edisons service territory, as filed with and approved by the Commission, as the same may be amended from time to time. 1.seq level1 \*arabic4 Billing Party - The Party providing Billing Services with respect to a particular Direct Access Customer pursuant to this Agreement. Edison is the Billing Party for a Direct Access Customer who chooses to receive a Consolidated Edison Bill, and ESP is the Billing Party for a Direct Access Customer who chooses to receive a Consolidated ESP Bill. 1.seq level1 \*arabic5 Billing Services - The consolidated billing services described in Service Attachments 1 and 2 to this Agreement provided by Edison and ESP pursuant to this Agreement. 1.seq level1 \*arabic6 Billing Telephone Number - The billing telephone number associated with a Customer Account. 1.seq level1 \*arabic7 Business Days - Regular Monday through Friday weekdays which are customary working days, excluding Holidays. 1.seq level1 \*arabic8 Charges - ESP and Edison Charges. 1.seq level1 \*arabic9 Consolidated Edison Bill - A consolidated bill prepared and presented by Edison to an End-Use Customer which includes the Customers Edison Charges and ESP Charges. 1.seq level1 \*arabic10 Consolidated ESP Bill - A consolidated bill prepared and presented by ESP to an End-Use Customer which includes the Customers ESP Charges and Edison Charges. 1.seq level1 \*arabic11 Consolidated ESP Billing - Consolidated Energy Service Provider Billing, as defined in Edisons Applicable Tariffs. 1.seq level1 \*arabic12 Customer Account - An ESP Customer Account and/or an Edison Customer Account, as the case may be. 1.seq level1 \*arabic13 Customer Bill - A Direct Access Customers Consolidated Edison Bill, Consolidated ESP Bill, and/or Dual Bills, as the case may be. 1.seq level1 \*arabic14 Direct Access - A contract between any one or more Energy Service Providers and one or more End-Use Customers providing for the purchase and sale of electric power and/or ancillary services. 1.seq level1 \*arabic15 Direct Access Customer - An End-Use Customer located within Edisons service territory who purchases electrical energy services through ESP. 1.seq level1 \*arabic16 Direct Access Implementation Date - The date after Edisons approval of a completed Direct Access Service Request on which ESP may supply electrical energy services and Billing Services, Metering Services, and/or Meter Reading Services to a Direct Access Customer. 1.seq level1 \*arabic17 Dual Bills - Separate bills prepared and presented by ESP and Edison to a Direct Access Customer for the Customers ESP Charges and Edison Charges, respectively. 1.seq level1 \*arabic18 Edison Charges - A Direct Access Customers charges (a)for services provided by Edison, or (b)which are energy-related and which are approved by the Commission or the Federal Energy Regulatory Commission (including any Competition Transition Charges or Fixed Transition Amount Charges owing to Edison or its affiliates, as those terms are defined under the California Public Utilities Code). 1.seq level1 \*arabic19 End-Use Customer - A customer that takes final delivery of electric power and that does not resell the power. 1.seq level1 \*arabic20 Energy Service Provider - An entity (other than Edison) that provides electricity and/or ancillary services (including, but not limited to, Aggregators, Brokers or Marketers) to an End-Use Customer. An End-Use Customer can act as its own Energy Service Provider as long as it complies with all requirements of Edisons Applicable Tariffs for being an Energy Service Provider. 1.seq level1 \*arabic21 Effective Date - The effective date of this Agreement as set forth in Section 6.1. 1.seq level1 \*arabic22 ESP Charges - A Direct Access Customers charges for electrical energy services provided by ESP. 1.seq level1 \*arabic23 Event of Default - An event of default by ESP under this Agreement as defined under Section 6.3. 1.seq level1 \*arabic24 Governmental Authority - Any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including the Commission. 1.seq level1 \*arabic25 Meter Read Date - The date on which a Direct Access Customers meter is scheduled for reading by Edison. 1.seq level1 \*arabic26 Metering Services - The meter installation, maintenance and related services described in Service Attachments 3 and 4 to this Agreement provided by Edison and/or ESP, as the case may be, pursuant to this Agreement. 1.seq level1 \*arabic27 Meter Reading Services - The meter reading and related services described in Service Attachments 5 and 6 to this Agreement provided by Edison and/or ESP, as the case may be, pursuant to this Agreement. 1.seq level1 \*arabic28 Metering Standards - The metering standards and certification requirements approved by the Commission or otherwise required by Applicable Law or Edisons Applicable Tariffs, as the same may be amended from time to time, for Metering Services and Meter Reading Services for Direct Access Customers. 1.seq level1 \*arabic29 Service Address - The address at which a Direct Access Customer receives electrical energy service. 1.seq level1 \*arabic30 Services - Billing Services, Metering Services and Meter Reading Services which may be performed by Edison or ESP pursuant to this Agreement. 1.seq level1 \*arabic31 Tax - All federal, state, and local sales, use, excise, gross receipts, and other taxes and tax-like charges imposed on or with respect to services billed by Billing Party under this Agreement, including utility user taxes, franchise fees and tax surcharges. Taxes do not include income taxes imposed on Edison with respect to the fee Edison charges ESP for any Services under this Agreement, or gross receipt taxes that are imposed directly on a Party without a means of recourse from the Direct Access Customer. 1.seq level1 \*arabic32 Term - The term of this Agreement as set forth in Section 6.1. 1.seq level1 \*arabic33 Third-Party Charges - All charges appearing on a Direct Access Customers Consolidated Edison Bill which are not Edison Charges or ESP Charges. The terms used in the Attachments and the Services Attachments, but not specifically defined herein or elsewhere in the Agreement, are understood by the Parties to have their ordinary meanings. Section seq level0 \r2 \*arabic2.seq level1 \h \r0  Energy Service Provider Direct Access Requirements. seq level0 \c \*arabic2.seq level1 \*arabic1 Compliance with Applicable Requirements ESP represents and warrants that it has complied with all requirements of Applicable Law and Edisons Applicable Tariffs governing Energy Service Providers engaged in Direct Access transactions with Direct Access Customers, including any requirement that: (seq level3 \*alphabetica) the Energy Service Provider engaged in Direct Access transactions with Small Customers be registered with the Commission; (seq level3 \*alphabeticb) the Energy Service Provider engaged in Direct Access Transactions with Small Customers comply with the Customer verification requirements of Sections 366(d) and (e) of the California Public Utilities Code, including utilization of an Independent Verification Agent, where required by Applicable Law; and (seq level3 \*alphabeticc) the Energy Service Provider obtain a Scheduling Coordinator and schedule all of its Direct Access Customers loads through that Scheduling Coordinator. ESP shall comply with such requirements during the Term of this Agreement, and shall provide such evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic2seq level2 \h \r0 seq level3 \h \r0  Compliance with Data and Information Exchange Requirements ESP represents and warrants that it has complied with all requirements of Applicable Law and Edisons Applicable Tariffs with respect to data and information exchange requirements and procedures for Energy Service Providers engaged in Direct Access transactions with Direct Access Customers, including execution and delivery of such data and information exchange agreements as Edison may require in its reasonable discretion, and is fully capable of providing billing, electrical energy supply, metering and other data and information to Edison electronically as required by this Agreement, such agreements and Edisons Applicable Tariffs. ESP shall comply with such requirements during the Term of this Agreement, and shall provide such evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic3 Data and Information Communications Procedures All data and information to be exchanged between the Parties in connection with Direct Access transactions shall be in the format required by Edison and shall, except as otherwise provided by this Agreement or Edisons Applicable Tariffs, or as may be approved by Edison in its reasonable discretion, be submitted electronically. Any information received by a Party that is determined to be unreadable, or containing data that cannot be processed by that Partys system, or is otherwise damaged, shall be returned to the sending Party. The receiving Party shall not be responsible for processing information received in this condition. seq level0 \c \*arabic2.seq level1 \*arabic4 Aggregation of ESP Direct Access Customer Loads ESP may, in accordance with Edisons Applicable Tariffs, aggregate its Direct Access Customers electrical energy loads for purposes of purchasing electrical energy from the Power Exchange or any other entity, or scheduling deliveries of electrical energy with the Independent System Operator. However, such aggregation may not be used for purposes of qualifying such Customers for a different rate schedule or class of service under Edisons Applicable Tariffs. ESP must submit a separate Direct Access Service Request for each service account subject to load aggregation. Except as provided for above or as permitted under Edisons Applicable Tariffs, electrical energy loads of service accounts at separate premises may not be aggregated physically, electronically or otherwise for any purpose. Section seq level0 \r3 \*arabic3.seq level1 \h \r0  Customer Direct Access Requirements.seq level1 \h \r0  seq level0 \c \*arabic3.seq level1 \*arabic1 Compliance With Applicable Requirements ESP shall comply with all requirements of Applicable Law and Edisons Applicable Tariffs (including the requirements set forth in this Section 3) with respect to each Direct Access Customer, prior to engaging in Direct Access transactions with (or performing Billing Services, Metering Services and Meter Reading Services for) the Customer, and shall provide such evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. As required by Edison, ESP shall act as the central point of contact with Edison, and shall coordinate all necessary arrangements for Direct Access service among ESP, Edison and the Direct Access Customer, provided that Edison reserves the option to deal directly with the Direct Access Customer in appropriate circumstances. ESP acknowledges that different groups or classes of End-Use Customers will be eligible to engage in Direct Access transactions, or will be eligible to receive Metering or Meter Reading Services, at different times or in different phases pursuant to Applicable Law and Edisons Applicable Tariffs. seq level0 \c \*arabic3.seq level1 \*arabic2 Submission of Direct Access Service Requests (DASR) ESP shall obtain all necessary Customer information and submit to Edison a completed Direct Access Service Request (DASR) for each Direct Access Customer service account for which it proposes to provide Direct Access service. Edison shall accept a DASR only after ESP has executed all agreements and provided all information required by, and met all other requirements of, this Agreement and Edisons Applicable Tariffs, including any requirement that ESP and/or the Direct Access Customer have complied with additional or increased credit and deposit requirements pursuant to Edisons Applicable Tariffs. ESP understands that a Direct Access Customer may have only one Energy Service Provider for each service account. All DASRs must be submitted electronically in a format acceptable to Edison, provided that at Edisons option, a written DASR may be accepted. ESP may, in addition to the information required on a DASR, be required to furnish certain other information for each Direct Access Customer pursuant to Edisons Applicable Tariffs. ESP acknowledges that, pursuant to Applicable Law and Edisons Applicable Tariffs, DASRs for certain Direct Access Customers must be verified by an Independent Verification Agent, or through other specific methods specified by Applicable Law or approved by the Commission, in a format acceptable to Edison. seq level0 \c \*arabic3.seq level1 \*arabic3 Processing of Direct Access Service Requests Edison will process DASRs in accordance with the provisions of its Applicable Tariffs. ESP understands that a DASR that is incomplete or not approved by Edison for any other reason will be returned to ESP and will lose its position in Edisons queue for processing DASRs. Edison will notify ESP of any DASR which is incomplete or not approved for any other reason, and the reasons why the DASR was incomplete or not approved, and ESP shall be responsible for resubmitting a corrected DASR to Edison. The Direct Access Implementation Date for each approved DASR shall be as specified in Edisons Applicable Tariffs. In accordance with Edisons Applicable Tariffs, an existing Edison Customer shall continue to be billed as an Edison Customer until the Customers Direct Access Implementation Date. Each DASR which has been approved by Edison will become a part of this Agreement. seq level0 \c \*arabic3.seq level1 \*arabic4 Hourly Metering ESP acknowledges that, pursuant to Applicable Law and Edisons Applicable Tariffs, certain Direct Access Customers will be required to install, at their expense, hourly Metering Facilities complying with applicable Metering Standards to receive Direct Access service. ESP will give Edison prior written notice of any material changes in the size, characteristics and extent of a Direct Access Customers equipment or operations. seq level0 \c \*arabic3.seq level1 \*arabic5seq level2 \h \r0 seq level3 \h \r0  Customer Information Service Requests ESP shall submit to Edison a completed Customer Information Service Request duly executed by the Direct Access Customer or the Direct Access Customers duly authorized agent for each Direct Access Customer for whom ESP desires to obtain Customer information. All such requests shall be submitted in writing in a form acceptable to Edison, and shall be subject to Edisons approval. ESP acknowledges that Customer information released by Edison will be limited to the following: (seq level3 \*alphabetica) Edison Customer Name; (seq level3 \*alphabeticb) Customers Mailing and Service Address(es); (seq level3 \*alphabeticc) Billing Telephone Number; (seq level3 \*alphabeticd) Edison service account number; (seq level3 \*alphabetice) Twelve months historical metered data used to determine Customer Bills; and (seq level3 \*alphabeticf) Such other information as may be required from time to time by Applicable Law or Edisons Applicable Tariffs. All Customer information will be provided as described in Edisons Applicable Tariffs. ESP shall comply with the provisions of Edisons Applicable Tariffs with respect to treatment of Customer information, including any restrictions on dissemination and disclosure of such information. ESP acknowledges that it may incur certain charges in connection with the release of such information as set forth in Edisons Applicable Tariffs. ESP agrees to provide information regarding a Direct Access Customers electrical energy consumption to any other subsequent Energy Service Provider serving the Customer, as required by Edisons Applicable Tariffs. seq level0 \c \*arabic3.seq level1 \*arabic6seq level2 \h \r0 seq level3 \h \r0  Customer Information Delivery Requirements ESP shall, prior to entering into a contract with a Direct Access Customer, provide the Customer with such information regarding Direct Access service and other matters as required by Applicable Law and Edisons Applicable Tariffs, including written notice of: (seq level3 \*alphabetica) the price, terms and conditions of Direct Access service; (seq level3 \*alphabeticb) an explanation of the applicability and amount of Competition Transition Charge payable by the Direct Access Customer; (seq level3 \*alphabeticc) a description of the Direct Access Customers right to rescind its contract for Direct Access; and (seq level3 \*alphabeticd) such other information as may be required from time to time by Applicable Law or Edisons Applicable Tariffs. ESP shall provide such evidence of compliance with such requirements as may reasonably be required by Edison or Edisons Applicable Tariffs. ESP shall promptly notify Edison of any Customer who claims to be exempt from payment of Competition Transition Charges. seq level0 \c \*arabic3.seq level1 \*arabic7seq level2 \h \r0 seq level3 \h \r0  Direct Access Customer Contracts ESP acknowledges that the Commission has required that each Direct Access Customer shall sign an agreement to pay their share of [Competition Transition Costs] and thereby waive any jurisdictional objection they might otherwise raise in any forum. ESP agrees to obtain such a signed agreement in a form acceptable to Edison from each Direct Access Customer, to maintain all such agreements and to permit Edison to examine and/or copy such agreements and to otherwise audit ESPs compliance with the requirements of this Section 3.7. seq level0 \c \*arabic3.seq level1 \*arabic8 Termination of Direct Access Service ESP shall provide electrical service, Billing Services, Metering Services and/or Meter Reading Services, as applicable, to a Direct Access Customer until (a) Edison processes a revised DASR for the Customer and another Energy Service Provider, (b) the Direct Access Customer returns to Edison for the applicable service pursuant to Edisons Applicable Tariffs, or (c) the applicable service is terminated in compliance with Applicable Law or Edisons Applicable Tariffs. ESP shall submit a revised DASR for each service account for which ESP intends to terminate Direct Access Service. Edison shall not be responsible for notifying ESP that a Direct Access Customer has chosen to receive Direct Access service from another Energy Service Provider. seq level0 \c \*arabic3.seq level1 \*arabic9 Renewable Resource Provider Certification ESP shall comply (and shall warrant that it has complied) with the requirements of Section 365(b)(2) of the California Public Utilities Code for any Direct Access Customer who claims to be eligible to receive Direct Access service under such section. ESP shall indicate its compliance with such requirement on Attachment A to this Agreement. Section seq level0 \r4 \*arabic4.seq level1 \h \r0  Billing and Metering Services.seq level1 \h \r0  seq level0 \c \*arabic4.seq level1 \*arabic1 ESP Billing and Metering Services ESP shall indicate on Attachment A to this Agreement whether ESP will offer Consolidated Edison Billing, Consolidated ESP Billing and/or Dual Billing, or Metering and/or Meter Reading Services to Direct Access Customers. ESP shall immediately amend Attachment A from time to time to reflect any changes to such services, and provide such amended Attachment to Edison. ESP shall provide a separate Bill for ESP Charges in accordance with the requirements of Applicable Law and Edisons Applicable Tariffs in the event it does not offer to provide Billing Services to Direct Access Customers, or for Customers who do not receive Billing Services. ESP shall at all times be capable of providing Direct Access Customers with a separate Bill for ESP Charges. seq level0 \c \*arabic4.seq level1 \*arabic2 Customer Billing and Metering Options ESP shall, in accordance with the requirements of Edisons Applicable Tariffs, determine whether a Direct Access Customer will receive a Consolidated Edison Bill (if offered by ESP), a Consolidated ESP Bill (if offered by ESP), or Dual Bills (if offered by ESP), and whether the Customer desires to have Metering and/or Meter Reading Services provided by Edison or ESP (if offered by ESP), and shall include such information on the Customers DASR. ESP acknowledges that it may be required to submit a revised DASR to reflect any change to such information by a Customer or ESP, including any change to the Party providing Billing Services, Metering Services, or Meter Reading Services to the Direct Access Customer, and that such revised DASR shall be subject to Edisons approval. seq level0 \c \*arabic4.seq level1 \*arabic3 Compliance with Consolidated ESP Billing Requirements ESP represents and warrants that, in the event it offers to provide Billing Services to Direct Access Customers, it has complied (or will have complied) with all requirements of Applicable Law and Edisons Applicable Tariffs with respect to Energy Service Providers offering Billing Services to Direct Access Customers, including: (seq level3 \*alphabetica) compliance with all credit and deposit requirements for Energy Service Providers set forth in Edisons Applicable Tariffs; and (seq level3 \*alphabeticb) submission of a completed electronic data interchange request in a form acceptable to Edison, which shall be subject to Edisons approval. ESP will comply with such requirements as long as it provides Billing Services to Direct Access Customers, and shall provide such evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic4.seq level1 \*arabic4seq level2 \h \r0 seq level3 \h \r0  Compliance with ESP Metering Requirements ESP represents and warrants that, in the event it offers to provide Metering or Meter Reading Services to Direct Access Customers, it has complied (or will have complied) with all requirements of Applicable Law and Edisons Applicable Tariffs with respect to Energy Service Providers offering such Services to Direct Access Customers, including all applicable certification requirements. ESP will comply with such requirements as long as it offers to provide Metering or Meter Reading Services to Direct Access Customers, and shall provide such evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic4.seq level1 \*arabic5 Billing and Metering Services If ESP offers Consolidated Edison Bills to Direct Access Customers, Edison shall provide the Billing Services described in Service Attachment 1to this Agreement. If ESP offers Consolidated ESP Bills to Direct Access Customers, ESP shall provide the Billing Services described in Service Attachment 2 to this Agreement. Edison shall perform the Metering and Meter Reading Services described in Service Attachments 3 and 5 to this Agreement, respectively. If ESP offers Metering Services to Direct Access Customers, ESP shall perform such services in accordance with the provisions of Service Attachment 4 to this Agreement. If ESP offers Meter Reading Services to Direct Access Customers, ESP shall perform such services in accordance with the provisions of Service Attachment 6 to this Agreement. ESP shall provide Billing, Metering and Meter Reading Services only to its Direct Access Customers, and only after the Customers Direct Access Implementation Date. Each Party shall provide Billing, Metering and Meter Reading Services pursuant to the terms and conditions of this Agreement, Applicable Law and Edisons Applicable Tariffs. seq level0 \c \*arabic4.seq level1 \*arabic6 Modification of Billing and Metering Systems The Parties reserve the right to modify or replace their respective billing and metering systems, provided that such modifications or replacements shall not materially interrupt the Billing Services, Metering Services or Meter Reading Services provided by such Party. Each Party shall use reasonable efforts to provide the other Party no less than six (6) months prior written notice of any such changes. 4.7 Additional Billing Services Edison may require that ESP include Third Party Charges on a Consolidated ESP Bill, and the Parties shall negotiate in good faith with respect to the terms and conditions of such billing. ESP may request that Edison include charges other than ESP Charges on a Consolidated Edison Bill, and the Parties shall negotiate in good faith with respect to the terms and conditions of such billing. 4.8 Delinquent Edison Charges Each Direct Access Customer shall have paid all past due balances for Edison Charges, or have made other arrangements satisfactory to Edison for payment of such balances pursuant to Edisons Applicable Tariffs, prior to receiving Consolidated ESP Billing. ESP shall indicate as Attachment A to this Agreement whether it will assume liability for all past due balances for Edison Charges for all Direct Access Customers who desire to receive Consolidated ESP Billing. If ESP assumes such liability, ESP shall pay such Edison Charges pursuant to the provisions of Section 8. Section seq level0 \r5 \*arabic5.seq level1 \h \r0  Direct Access Customer Inquiries. seq level0 \c \*arabic5.seq level1 \*arabic1 Parties Responsibilities Except as specifically provided in the Service Attachments to this Agreement, each Party shall be responsible for all contacts and arrangements with Direct Access Customers concerning its own Charges and services, including service terminations and billing adjustments, and shall maintain sufficient resources to accommodate all Direct Access Customer inquiries for which it is responsible, provided that ESP acknowledges that only Edison shall be authorized to disconnect a Direct Access Customers electrical service. If either Party receives a Direct Access Customer inquiry regarding the other Partys Charges or services, it shall refer the Direct Access Customer to the other Party. seq level0 \c \*arabic5.seq level1 \*arabic2 Edison Responsibilities Edison will be responsible for all Direct Access Customer inquiries for physical electrical service, electrical distribution system conditions, outage and safety-related inquiries. If ESP receives a Direct Access Customer inquiry on any of these matters, it shall promptly refer the Direct Access Customer to Edison. seq level0 \c \*arabic5.seq level1 \*arabic3 Compliance With Informational Requirements The Parties will comply with the terms of Edisons Applicable Tariffs in responding to inquiries regarding Direct Access transactions. Edison will advise potential Direct Access Customers that arrangements for Direct Access services must be coordinated through an Energy Service Provider, and will offer to send such customer information explaining the requirements for receiving Direct Access. Section seq level0 \r6 \*arabic6.seq level1 \h \r0  Term and Termination; Events of Default. seq level0 \c \*arabic6.seq level1 \*arabic1 The term of this Agreement (the Term) shall commence on the date hereof (the Effective Date) and shall terminate on the earlier of (a) the date that ESP is no longer operating as an Energy Service Provider in Edisons service territory, or (b) the earlier termination of this Agreement pursuant to this Section 6. Notwithstanding the Effective Date of this Agreement, ESP acknowledges that it may offer Direct Access services, Consolidated ESP Billing, Metering and/or Meter Reading Services to Direct Access Customers effective January 1, 1998, or such other date as may be directed by the Commission for commencement of such services by Energy Service Providers. seq level0 \c \*arabic6.seq level1 \*arabic2 Events of Default The following events shall constitute Events of Default by ESP under this Agreement: (seq level3 \*alphabetica) ESPs failure to pay the full amount of any Edison Charges by the applicable past due date as required under Section 8 of this Agreement; (seq level3 \*alphabeticb) ESPs failure to correct any noncompliance with Metering Standards pursuant to Paragraph 1.5 of Service Attachment 4; (seq level3 \*alphabeticc) ESPs (i) intentional, willful or fraudulent reporting of false information required by this Agreement or Edisons Applicable Tariffs, or (ii) breach of any other provision of this Agreement (other than the Service Attachments), and failure to cure such breach within thirty (30) calendar days of receiving written notice thereof from Edison; (seq level3 \*alphabeticd) ESPs breach of any provision of Service Attachments 1 and 2, and failure to cure such breach within thirty (30) calendar days of receiving written notice thereof from Edison; (seq level3 \*alphabetice) ESPs breach of any other provision of Service Attachments 3 and 4, and failure to cure such breach within thirty (30) calendar days of receiving written notice thereof from Edison; (seq level3 \*alphabeticf) ESPs breach of any provision of Service Attachments 5 and 6, and failure to cure such breach thirty (30) calendar days or receiving written notice thereof from Edison; (seq level3 \*alphabeticg) ESPs filing for bankruptcy, failing to have a bankruptcy proceeding filed against it dismissed within sixty (60) calendar days, admitting insolvency, making a general assignment for the benefit of creditors, or inability to pay debts as they mature, or having a trustee or receiver appointed over all or a substantial portion of its assets; (seq level3 \*alphabetich) ESPs unauthorized energy use (energy theft), or conspiring with or assisting others in any unauthorized use, under Service Attachments 3, 4, 5 or 6; or (seq level3 \*alphabetici) ESPs failure to comply at any time with credit or deposit requirements for Energy Service Providers set forth in Edisons Applicable Tariffs. seq level0 \c \*arabic6.seq level1 \*arabic3seq level2 \h \r0 seq level3 \h \r0  Consequences of ESP Events of Default (seq level3 \*alphabetica) Upon any Event of Default by ESP under Sections 6.2(c), (g) or (h), Edison may, in addition to exercising any other remedies available under this Agreement or Edisons Applicable Tariffs, terminate this Agreement (including all Service Attachments). (seq level3 \*alphabeticb) Upon any Event of Default by ESP under Sections 6.2(a) or (d), Edison may, in addition to exercising any other remedies available under this Agreement or Edisons Applicable Tariffs, (i)terminate Service Attachments 1 and 2, and/or (ii) deliver a separate Bill for Edison Charges to all Direct Access Customers. Edison may notify Direct Access Customers that they may receive a separate Bill for Edison Charges and ESP Charges. (seq level3 \*alphabeticc) Upon any Event of Default by ESP under Sections 6.2(b), (e) or (h), Edison may, in addition to exercising any other remedies available under this Agreement or Edisons Applicable Tariffs, (i)terminate Service Attachment 4 (subject, in the case of an Event of Default under Section 6.2(b), to the Commissions approval), and/or (ii) provide Metering Services to all Direct Access Customers. Edison may notify Direct Access Customers that they may receive Metering Services from Edison. ESP shall be responsible for the costs of any changes to Metering Facilities required for Edison to provide such Metering Services. (seq level3 \*alphabeticd) Upon any Event of Default by ESP under Section 6.2(f) or (h), Edison may, in addition to exercising any other remedies available under this Agreement or Edisons Applicable Tariffs, (i) terminate Service Attachment 6 and/or (ii) provide Meter Reading Services for all Direct Access Customers. Edison may notify Direct Access Customers that they may receive Meter Reading Services from Edison. Upon any Event of Default by ESP under Section 6.2(i), Edison may, in addition to exercising any other remedies available under this Agreement or Edisons Applicable Tariffs, (i) terminate Service Attachment 2 and/or (ii) deliver a separate Bill for Edison Charges or a Consolidated Edison Bill for Edison Charges and ESP Charges to all Direct Access Customers. Edison may notify Direct Access Customers that they may receive a separate Bill or Consolidated Edison Bill for Edison Charges and ESP Charges. Upon termination of Consolidated ESP Billing pursuant to an Event of Default under Sections 6.3(b) or 6.3(e), ESP shall not be permitted to provide Consolidated ESP Billing to Direct Access Customers until one (1) year after ESP shall have cured such Event of Default (including payment of any late payment charges pursuant to Section 9 and resubmitting evidence of compliance with credit and deposit requirements for Energy Service Providers). Edison may deliver a separate Bill (or, in the case of an Event of Default under Section 6.3(e), a Consolidated Edison Bill) for all Edison Charges which were not previously billed, including any Charges for periods prior to the Event of Default. Upon termination of this Agreement or a Service Attachment, ESP shall have no authority to engage in Direct Access transactions with Direct Access Customers, or the Billing, Metering or Meter Reading Services covered by the applicable Service Attachment as the case may be. seq level0 \c \*arabic6.seq level1 \*arabic4seq level2 \h \r0 seq level3 \h \r0  Defaults by Edison Upon Edisons breach of any provision of this Agreement (including the Service Attachments), and failure to cure such breach within thirty (30) calendar days of receiving written notice thereof from ESP, ESP may exercise any remedies available under Edisons Applicable Tariffs. seq level0 \c \*arabic6.seq level1 \*arabic5 Survival of Payment Obligations Upon termination of this Agreement or a Service Attachment, ESP shall remain liable for all amounts payable under this Agreement for Edison Charges payable by ESP or Services rendered by Edison prior to such termination, and shall continue to collect any Edison Charges previously billed to Direct Access Customers. Section seq level0 \r7 \*arabic7.seq level1 \h \r0  Confidentiality. seq level0 \c \*arabic7.seq level1 \*arabic1 Proprietary Information The term Proprietary Information means written, recorded, and machine-readable information, or other information provided in tangible form to one Party by the other Party relating to the subject matter of this Agreement and that is marked proprietary or confidential with the appropriate owner name, e.g., Edison Proprietary. Information disclosed orally shall not be considered to be Proprietary Information unless such information is reduced to writing by the providing Party and a copy is delivered to the receiving Party within five (5) calendar days after such oral disclosure. seq level0 \c \*arabic7.seq level1 \*arabic2 Nondisclosure Obligations A Party shall not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of termination of this Agreement. If the Parties agree to a different nondisclosure period for a specific document, the disclosing Party shall mark the document with that nondisclosure period. The receiving Party shall not be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that: (a) it uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, which shall be reasonably calculated to prevent such inadvertent disclosure; (b) it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of the Partys duty not to disclose; and (c) upon discovery of any such inadvertent disclosure of Proprietary Information, it shall endeavor to prevent any further inadvertent disclosure. The receiving Party may also disclose any Proprietary Information when required by Applicable Law or Governmental Authority, but shall promptly notify the sending Party of such proposed disclosure and use reasonable efforts to maintain the confidentiality of any disclosed information. seq level0 \c \*arabic7.seq level1 \*arabic3 Exceptions Information shall not be deemed to be Proprietary Information, and the receiving Party shall have no obligation with respect to any information, which: (seq level3 \*alphabetica) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; (seq level3 \*alphabeticb) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure as evidenced by the receiving Partys business records; (seq level3 \*alphabeticc) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the Party providing the information; (seq level3 \*alphabeticd) is disclosed pursuant to a requirement or request of a Governmental Authority, or if disclosure is required by Applicable Law; or (seq level3 \*alphabetice) is furnished to a third party by the disclosing Party without a similar restriction on the third partys rights. seq level0 \c \*arabic7.seq level1 \*arabic4seq level2 \h \r0 seq level3 \h \r0  No License, Etc. Nothing contained in this Agreement shall be construed as granting to a Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled by, or which is or may be licensable by, the other Party. seq level0 \c \*arabic7.seq level1 \*arabic5 Survival of Obligations The obligations set forth in this Section 7 shall survive the termination of this Agreement. Each Party shall, upon termination of this Agreement or at any time upon the request of the other Party, promptly return or destroy all Proprietary Information of the other Party then in its possession. Section seq level0 \r8 \*arabic8.seq level1 \h \r0  Payment of Fees and Charges. seq level0 \c \*arabic8.seq level1 \*arabic1 Edison Fees ESP agrees to pay to Edison the fees for Services rendered by Edison pursuant to this Agreement set forth in Edisons Applicable Tariffs, as the same may be amended from time to time. seq level0 \c \*arabic8.seq level1 \*arabic2 Payment of Edison Fees Within thirty (30) calendar days after the last day of each calendar month, Edison shall (either electronically or, at ESPs option, in paper format) submit to ESP an invoice reflecting the fees owed to Edison by ESP for Services rendered by Edison for such calendar month. Edison may, at its option, deduct such fees from ESP Charges collected from Direct Access Customers, and shall reflect any such deductions on the invoice. Any remaining invoiced amount shall be due and payable on presentation, and shall be considered past due nineteen (19) days after such date. seq level0 \c \*arabic8.seq level1 \*arabic3 Payment of Charges Edison shall remit ESP Charges collected from Direct Access Customers who receive Consolidated Edison Bills to ESP (after deducting Edisons fees for Services, if Edison chooses to do so). ESP shall not receive interest on any ESP Charges collected from Direct Access Customers and held by Edison prior to remittance to ESP. ESP shall pay all Edison Charges for Direct Access Customers who receive Consolidated ESP Bills to Edison. Such amounts shall be due and payable on the date on which such Charges are presented to ESP, and shall be considered past due nineteen (19) days after such date. ESP shall be liable for payment of such Charges regardless of whether ESP has collected (and regardless of ESPs ability to collect) the Edison Charges from Direct Access Customers. seq level0 \c \*arabic8.seq level1 \*arabic4 Method of Payment Any payment from either Party to the other Party under this Agreement shall be transmitted by electronic funds transfer to the bank account designated by the receiving Party. Where the Parties have made arrangements for a bank or other third party to remit funds to the other, proper identification of the bank or third party, including the account number, shall be furnished. The remitting Party shall cooperate in correcting any bank or other third-party errors and shall not be relieved of its payment responsibilities because of such errors. Section seq level0 \r9 \*arabic9.seq level1 \h \r0  Late Payment Charge. Any Edison Charges not received by Edison by the applicable past due date, and any fees for Services provided by Edison pursuant to this Agreement or Edisons Applicable Tariffs not received by the applicable past due date, shall be subject to a late payment charge pursuant to the terms of Edisons Applicable Tariffs. Section seq level0 \r10 \*arabic10. Audit Rights. seq level0 \c \*arabic10.seq level1 \*arabic1 Audits Upon thirty (30) calendar days prior written notice, either Party (an Auditing Party) may request an audit of the other Partys (the Audited Party) records and procedures, which shall be limited to records and procedures containing information bearing upon: (a) Charges being billed to Direct Access Customers by an Audited Party (and payments for such Charges); (b)fees to ESP for Services provided by Edison pursuant to this Agreement; (c) an Audited Partys performance of its obligations under this Agreement; (d) agreements signed by Direct Access Customers to pay Competition Transition Charges to Edison; (e)energy forecast and usage data submitted to ESPs Scheduling Coordinator, including but not limited to records that may be in the possession of the Scheduling Coordinator; and (f) such other matters as may be permitted by Edisons Applicable Tariffs. The audit shall be conducted during normal business hours without interference with the Audited Partys business operations, and in compliance with the Audited Partys security procedures. seq level0 \c \*arabic10.seq level1 \*arabic2 Timing and Expenses The Parties shall mutually agree on a date upon which the audit is to commence, the estimated duration, the location, the subject matter of the audit, and the materials to be audited or examined. Each Party shall bear its own expenses in connection with the conduct of an audit. seq level0 \c \*arabic10.seq level1 \*arabic3 Confidentiality Materials reviewed by an Auditing Party in the course of an audit shall constitute Proprietary Information, and their use shall be limited to the conduct of the audit and preparation of a report for appropriate distribution to those with a need to have the results of the audit. The Parties agree to provide a copy of Section 7 of this Agreement to employees and/or agents acting on their behalf and to require their compliance with its provisions. Section seq level0 \r11 \*arabic11.seq level1 \h \r0  Form of Agreement. seq level0 \c \*arabic11.seq level1 \*arabic1 The form of this Agreement has been filed with and approved by the Commission for use between Edison and Energy Service Providers, and may not be waived, altered, amended or modified, except as provided herein or in Edisons Applicable Tariffs, or as may otherwise be authorized by the Commission. Section seq level0 \r12 \*arabic12.seq level1 \h \r0  Data Retention. seq level0 \c \*arabic12.seq level1 \*arabic1 All data associated with the provision and receipt of Services pursuant to this Agreement shall be maintained for the greater of: (a) the retention time required by Applicable Law or Edisons Applicable Tariffs for maintaining such information; or (b) three (3) years. Section seq level0 \r13 \*arabic13.seq level1 \h \r0  Dispute Resolution.seq level1 \h \r0  seq level0 \c \*arabic13.seq level1 \*arabic1 Resolution (seq level3 \*alphabetica) The form of this Agreement has been filed with and approved by the Commission as part of Edisons Applicable Tariffs. Except as provided in Paragraph (b) below, any dispute arising between the Parties relating to interpretation of the provisions of this Agreement, to the performance of the Parties obligations hereunder (including the performance of Billing Services, Metering Services and Meter Reading Services by either party or disputes related to payment of ESP Charges by Edison), shall be reduced to writing and referred to the Parties representatives identified on Attachment A for resolution. Pending resolution, the Parties shall proceed diligently with the performance of their respective obligations under this Agreement. If the Parties fail to reach an agreement within a reasonable period of time, the matter shall, upon demand of either Party, be submitted to resolution before the Commission in accordance with the Commissions applicable rules, regulations and procedures for resolution of disputes under Edisons Applicable Tariffs. The Parties agree to be bound by the final resolution of the dispute by the Commission. Except as provided in Paragraph (b) below, each Party expressly waives any right to file an action in any court relating to any dispute hereunder. (seq level3 \*alphabeticb) Notwithstanding the provisions of Paragraph (a) above: (i) all disputes arising between the Parties relating to payment of Edisons fees under this Agreement or Edison Charges by ESP, shall be subject to the provisions of Edisons Applicable Tariffs governing disputes over Customer Bills; (ii) all disputes between the Parties regarding Competition Transition Charges payable by Direct Access Customers shall be subject to the provisions of Edisons Applicable Tariffs; (iii) Edison may pursue available remedies for unauthorized electrical use by ESP in a court of competent jurisdiction; and (iv) Edison may pursue available remedies under its Applicable Tariffs for ESPs failure to correct any noncompliance with Metering Standards for any Metering Facilities for which ESP provides Metering Services. seq level0 \c \*arabic13.seq level1 \*arabic2seq level2 \h \r0 seq level3 \h \r0  Limitations Except as otherwise provided by Edisons Applicable Tariffs, no claims may be made under this Agreement or referred to the dispute resolution procedures set forth in Section 13.1 more than three (3) years after the date the claim accrued. Failure to make such claim within three (3) years shall bar any course of action before the Commission. Claims for indemnity under this Agreement shall not be limited by the three (3) year limitation, but shall be governed by the appropriate statute of limitation. Section seq level0 \r14 \*arabic14.seq level1 \h \r0  Insurance and Indemnification. seq level0 \c \*arabic14.seq level1 \*arabic1 Insurance During the Term of this Agreement, ESP shall maintain insurance in the type and amounts set forth on Attachment A, or as may otherwise be required by Edison. Such insurance may be provided under one or more blanket policies of insurance maintained by ESP or its affiliates. Edison and its officers, agents and employees shall be named as additional insureds on all liability insurance policies. All insurance shall be primary with respect to any insurance maintained by Edison and shall not require contributions from Edisons insurance. In the case of workers compensation, ESPs insurance carrier shall be required to waive all rights of subrogation against Edison and its officers, agents and employees. No such insurance shall be cancelled, or materially reduced in coverage or limits, or non-renewed, except after thirty (30) calendar days written notice to Edison. Evidence of insurance shall be submitted to and approved by Edison. seq level0 \c \*arabic14.seq level1 \*arabic2 ESP Indemnity Except for the gross negligence or willful misconduct of Edison, ESP shall defend, indemnify, and hold Edison and its officers, agents, employees, assigns and successors in interest harmless from and against all claims, losses, demands, actions and expenses, including reasonable attorneys fees and costs, damages and liabilities of any nature whatsoever with respect to the acts or omissions of ESP or its officers, agents and employees or with respect to Edisons performance of its obligations under this Agreement on behalf of ESP (except for the gross negligence or willful misconduct of Edison). ESPs obligations under this Section 14.2 shall survive termination of this Agreement. Section seq level0 \r15 \*arabic15.seq level1 \h \r0  Miscellaneous.seq level1 \h \r0  seq level0 \c \*arabic15.seq level1 \*arabic1 Limitation of Liability Each Partys liability to the other for any loss, cost, claim, injury, liability, or expense, including reasonable attorney fees, relating to or arising out of any act or omission in its performance of obligations arising out of this Agreement, shall be limited to the amount of direct damage actually incurred. Neither Party shall be liable to the other Party for any indirect, special, or consequential damages of any kind whatsoever, whether in contract, tort or strict liability, including lost profits and loss of power resulting from power outages or other electrical service interruptions or from a Partys performance or nonperformance of its obligations under this Agreement or upon termination of this Agreement. seq level0 \c \*arabic15.seq level1 \*arabic2 Independent Contractors Each Party is engaged in a business that is independent of the other Party and each Party shall perform its obligations under this Agreement as an independent contractor. seq level0 \c \*arabic15.seq level1 \*arabic3 Remedies Cumulative Except as otherwise provided in this Agreement, all rights of termination, cancellation, or other remedies in this Agreement are cumulative. Use of any remedy shall not preclude any other remedy in this Agreement. seq level0 \c \*arabic15.seq level1 \*arabic4 Assignment (seq level3 \*alphabetica) Neither Party shall assign or otherwise dispose of this Agreement, its right, title or interest therein or any part thereof to any entity, without the prior written consent of the other Party. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement until such obligations have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee. Any assignment in violation of this paragraph shall be void. (seq level3 \*alphabeticb) Notwithstanding the provisions of this Section 15.4, either Party may delegate its duties under this Agreement to an agent or subcontractor, provided that the delegating Party shall remain fully responsible for performance of any delegated duties, shall serve as the point of contact between its delegatee and the other Party, and shall provide the other Party with thirty (30) calendar days prior written notice of any such delegation, which notice shall include such information about the delegatee as the other Party shall reasonably request, and provided further that each Party may delegate its obligation to provide Metering or Meter Reading Services under this Agreement only to delegatees who have complied with all certification or registration requirements described in Applicable Law and Edisons Applicable Tariffs. (seq level3 \*alphabeticc) Any assignment of this Agreement by either Party shall be subject to Commission approval, as required by Applicable Law. seq level0 \c \*arabic15.seq level1 \*arabic5seq level2 \h \r0 seq level3 \h \r0  Force Majeure Neither Party shall be liable for any delay or failure in performance of any part of this Agreement (other than obligations to pay money) from any cause beyond its reasonable control, including but not limited to, failure or threat of failure of facilities, unusually severe weather, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a public enemy, earthquake, insurrection, riot, civil disturbance, strike, work stoppage caused by jurisdictional and similar disputes, major equipment breakdown, restraint by court order or public authority, or action or nonaction by or inability to obtain authorization or approval from any Governmental Authority, or any combination of these causes, which by the exercise of due diligence and foresight such Party could not reasonably have been expected to avoid and which by the exercise of due diligence is unable to overcome. seq level0 \c \*arabic15.seq level1 \*arabic6 Severability In the event that any one or more of the provisions shall for any reason be held to be unenforceable in any respect under Applicable Law, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such unenforceable provision or provisions had never been contained. However, should either Party determine, in good faith, that such unenforceability renders the remaining provisions of this Agreement economically unfeasible or disadvantageous, such Party may seek to have the Commission approve an amendment to this Agreement pursuant to Section 15.13. seq level0 \c \*arabic15.seq level1 \*arabic7 Third-Party Beneficiaries The provisions of this Agreement are for the benefit of the Parties and not for any other person. However, should any third party institute proceedings, this Agreement shall not provide any such person with any remedy, claim, liability, reimbursement cause of action, or other right in excess of those provided in this Agreement. ESP agrees that Edison will be a third-party beneficiary of each service contract between ESP and a Direct Access Customer. seq level0 \c \*arabic15.seq level1 \*arabic8 Governing Law and Venue This Agreement shall be interpreted, governed and construed under the laws of the State of California as if executed and performed wholly within the State of California, and shall be subject to the exclusive jurisdiction of the Commission. seq level0 \c \*arabic15.seq level1 \*arabic9 Multiple Counterparts This Agreement may be executed in multiple counterparts, each of which shall be an original. seq level0 \c \*arabic15.seq level1 \*arabic10 Section Headings Section and paragraph headings appearing in this Agreement are inserted for convenience only, and shall not be construed as interpretations of text. seq level0 \c \*arabic15.seq level1 \*arabic11 Attachments The following Attachments are incorporated in this Agreement: Attachment A - Terms Service Attachment 1 - Consolidated Edison Billing Services Service Attachment 2 - Consolidated ESP Billing Services Service Attachment 3 - Edison Metering Services Service Attachment 4 - ESP Metering Services Service Attachment 5 - Edison Meter Reading Services Service Attachment 6 - ESP Meter Reading Services To the extent that any of the Attachments are inconsistent with or in conflict with the Agreement, the Attachments shall prevail. seq level0 \c \*arabic15.seq level1 \*arabic12 Entire Agreement; Applicable Law and Tariffs This Agreement, including all Attachments and agreements contemplated herein, contains the entire agreement and understanding between the Parties as to the subject matter of this Agreement, and merges and supersedes all prior oral or written agreements, commitments, representations and discussions between the Parties, except that this Agreement and the Parties obligations hereunder shall be subject in all cases to the provisions of Applicable Law and Edisons Applicable Tariffs. Should a conflict exist between the provisions contained in this Agreement and Applicable Law or Edisons Applicable Tariffs, the provisions of Applicable Law and Edisons Applicable Tariffs shall prevail. seq level0 \c \*arabic15.seq level1 \*arabic13 Amendments and Waivers (seq level3 \*alphabetica) Except as provided in paragraph (b) below, no amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by the authorized representatives of both Parties, and by reference incorporates this Agreement and identifies the specific portions that are amended, modified, or supplemented or indicates that the material is new. (seq level3 \*alphabeticb) This Agreement may be subject to such changes or modifications as the Commission may from time to time direct or necessitate in the exercise of its jurisdiction, and the Parties shall amend the Agreement to conform to changes directed or necessitated by the Commission. Edison retains the right to unilaterally file with the Commission, pursuant to the Commissions rules and regulations, an application for a change in Edisons rates, charges, classification, service or rules, or any agreement relating thereto. (seq level3 \*alphabeticc) None of the provisions of this Agreement shall be considered waived by either Party unless such waiver is given in writing by or on behalf of the Party against whom such waiver is claimed. The failure of either Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default. seq level0 \c \*arabic15.seq level1 \*arabic14seq level2 \h \r0 seq level3 \h \r0  Construction This Agreement and the provisions contained herein shall not be construed or interpreted for or against any Party because that Party drafted or caused its legal representative to draft any of its provisions. seq level0 \c \*arabic15.seq level1 \*arabic15 Representations and Warranties (seq level3 \*alphabetica) Each Party acknowledges that it has read this Agreement, that each fully understands its rights and obligations under this Agreement, and that it enters this Agreement freely and voluntarily. Each Party further acknowledges that it has had an opportunity to consult with an attorney of its own choosing to explain the terms of this Agreement and the consequences of signing it. (seq level3 \*alphabeticb) Each person executing this Agreement for the respective Parties expressly represents and warrants that he or she has authority to bind the entity on whose behalf he or she has executed this Agreement. (seq level3 \*alphabeticc) Each Party represents and warrants that it has the full power and authority to execute and deliver this Agreement and to perform its terms, that execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action by such Party, and that this Agreement constitutes such Partys legal, valid and binding obligation, enforceable against such Party in accordance with its terms. seq level0 \c \*arabic15.seq level1 \*arabic16seq level2 \h \r0 seq level3 \h \r0  Notices and Demands (seq level3 \*alphabetica) Except as otherwise provided under this Agreement, all notices, demands, or requests pertaining to this Agreement shall be in writing and shall be deemed to have been given on the date delivered in person, or the date received when sent by special messenger or certified or registered United States Mail postage prepaid, and addressed as set forth below: Edison: Southern California Edison 2244 Walnut Grove Avenue Rosemead, California 91770 Attention: Manager, Pricing Design and Tariffs ESP: See Attachment A (seq level3 \*alphabeticb) Each Party shall be entitled to specify as its proper address any other address in the United States upon written notice to the other Party. (c) Each Party shall designate on Attachment A the person(s) to be contacted with respect to specific operational matters relating to Direct Access service. Each Party shall be entitled to specify any change to such person(s) upon written notice to the other Party. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date or dates indicated below to be effective as of the Effective Date. ESPEdisonBy: By: Name: Name: Title: Title: Date: Date:  BASIC EDISON-ESP SERVICE AGREEMENT ATTACHMENT A TERMS Name of Energy Service Provider: Renewable Resource Provider Certification (Section 3.9): As of the Effective Date, ESP ___is ___ is not a certified renewable resources provider. ESP Billing and Metering Services (Section 4.1): As of the Effective Date (check all that apply): ESP ___ is ___ is not offering Consolidated Edison Bills to Direct Access Customers (check one). (If yes, see Service Attachment 1). If yes, indicate below the primary method for notifying Edison of ESP Charges (check one): _____ EDI _____ Other electronic exchange ESP ___ is ___ is not offering Consolidated ESP Bills to Direct Access Customers (check one). (If yes, see Service Attachment 2). If yes, indicate below the primary method for notifying ESP of Edison Charges (check one): _____ Paper _____ Diskette _____ EDI _____ Other electronic exchange ESP ___ is ___ is not offering Dual Bills to Direct Access Customers (check one). ESP ___ is ___ is not offering Metering Services to Direct Access Customers (check one). (If yes, see Service Attachment 4). ESP ___ is ___ is not offering Meter Reading Services to Direct Access Customers (check one). (If yes, see Service Attachment 6). ESP may change these elections from time to time in compliance with Edisons Applicable Tariffs upon prior written notice to Edison pursuant to Section 15.16. Delinquent Edison Charges (Section 4.8) (check one): ESP ___ will ___ will not be liable for all past due balances for Edison Charges for all Direct Access Customers who desire to receive Consolidated ESP Billing. E. Parties Representatives (Section 13.1): Edison Representative: ESP Representative: F. Insurance (Section 14.1) Commercial General Liability - $ Workers Compensation - $ ESP Address (Section 15.16): Attention: Contact Persons (Section 15.16): The Parties shall make the following contact person(s) available at all times with respect to the operational matters described below: Billing Services: Edison contact ESP contact: Metering and Meter Reading Services: Edison contact: ESP contact: BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 1 CONSOLIDATED EDISON BILLING SERVICES INDEX Section Title Page Section 1 Establishment and Maintenance of Consolidated Edison Billing SA 1-2 Section 2 Customer Billing Procedures SA 1-3 Section 3 Customer Payments SA 1-4 Section 4 Collection and Nonpayment SA 1-5 Section 5 Customer Billing Inquiries SA 1-5 Section 6 Information and Reports SA 1-6 Section 7 Taxes SA 1-6 Section 8 Taxes - Indemnity and Recourse SA 1-7 Appendix 1 Billing Information Appendix 2 Form of Edison Service Report BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 1 CONSOLIDATED EDISON BILLING SERVICES This Service Attachment applies in the event ESP offers Consolidated Edison Bills to Direct Access Customers for Edison and ESP Charges. This Service Attachment shall not apply to Direct Access Customers who receive Consolidated ESP Bills (if offered by ESP), where ESP will prepare and deliver Consolidated ESP Bills to Direct Access Customers in accordance with the provisions of the Agreement and Edisons Applicable Tariffs. This Service Attachment shall not apply to Direct Access Customers who receive Dual Bills, where each Party will prepare and deliver its own Customer Bills in accordance with the provisions of the Agreement and Edisons Applicable Tariffs. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0  Establishment and Maintenance of Consolidated Edison Billing seq level0 \c \*arabic1.seq level1 \*arabic1 Establishment of Consolidated Edison Billing If a Direct Access Customer has chosen to receive a Consolidated Edison Bill, Edison will include the Customers ESP Charges with its Edison Charges on the Customers Bill, and identify the Customers ESP Charges separately from its Edison Charges. A Direct Access Customer receiving a Consolidated Edison Bill may participate in Edisons Level Pay Plan for Edison Charges. seq level0 \c \*arabic1.seq level1 \*arabic2 Customer Deposit Requirements Edison reserves the right to require ESP and/or Direct Access Customers to establish satisfactory credit or to pay a security deposit for Edison Charges prior to receiving Direct Access service. Edisons decisions regarding the need for a deposit or an increase in an existing deposit shall be made consistent with Applicable Law and with Edisons Applicable Tariffs (including any additional deposit requirements for Direct Access Customers as may be approved by the Commission). Customer deposits shall be refunded in accordance with Applicable Law and Edisons Applicable Tariffs. Any interest paid on Customer deposits shall also comply with Edisons Applicable Tariffs. seq level0 \c \*arabic1.seq level1 \*arabic3 Termination of Consolidated Edison Billing ESP shall promptly notify Edison by submission of a DASR of the name and account number of any Direct Access Customer that has cancelled Direct Access service with ESP. Edison will terminate Consolidated Edison Billing for a Direct Access Customer (a) if ESP or the Customer cancels Edisons billing of ESPs Charges, (b) if the Customer cancels electrical services from ESP or moves out of Edisons service territory, or (c) for a Direct Access Customers nonpayment of Edison Charges (as described in Section 4). Edison will not terminate a Customers Consolidated Edison Billing for any other reason without ESPs approval. Edison will electronically notify ESP of the name and account number of any Customer no longer receiving Consolidated Edison Bills. Section seq level0 \*arabic2.seq level1 \h \r0  Customer Billing Procedures seq level0 \c \*arabic2.seq level1 \*arabic1 Submission of ESP Charges ESP will electronically notify Edison of all ESP Charges to be included in a Direct Access Customers Consolidated Edison Bill. ESP shall indicate an Attachment A to the Agreement the primary method for notifying Edison of ESP Charges. ESP shall provide ESP Charges to Edison on a mutually agreed upon schedule so that such Charges can be included in the Customers Consolidated Edison Bill on Edisons next scheduled billing date. ESP Charges received after such date shall be included in the Customers following Consolidated Edison Bill. seq level0 \c \*arabic2.seq level1 \*arabic2 Accuracy of ESP Charges Edison shall have no liability for the accuracy of any ESP Charges or any related disputes. ESP shall use its best efforts to ensure that all information that it sends to Edison for billing shall be accurate, and shall take reasonable steps to screen all billing information to be sent to Edison in order to comply with the requirements of this Section 2. seq level0 \c \*arabic2.seq level1 \*arabic3 Presentation of ESP Charges on Customer Bill Edison will present a Direct Access Customers ESP Charges with Edison Charges on Edisons regularly scheduled Consolidated Edison Bill. Edison will bill a Direct Access Customer in accordance with its monthly schedule for the Customers Bill. Edison will insert on the first page of the Consolidated Edison Bill the number of line items shown on Appendix 1 to this Service Attachment summarizing the Customers ESP Charges. Such line item descriptions will read as shown on Appendix 1. Edison will include any detail of the Customers Charges on a separate page of the Consolidated Edison Bill. ESP Charges shall also be included in the total amount due from the Direct Access Customer on the Updates, Current Amount and Total Balance Due sections of the Consolidated Edison Bill. All Customer Bill formats will comply with the requirements of Applicable Law and Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic4 Billing Costs Edison shall pay all costs of the Billing Services it performs for Direct Access Customers, including but not limited to printing and postage costs, subject to any charges for such services payable by ESP or Direct Access Customers pursuant to Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic5 Adjustments to ESP Charges Edison will refer all Direct Access Customer disputes relating to ESP Charges to ESP. ESP will immediately notify Edison of any adjustments to a Customers ESP Charges as a result of a dispute or otherwise, and any such adjustment will appear on the Customers next Consolidated Edison Bill. However, Edison reserves the right, with prior written notice to ESP, to remove from a Customers Bill any ESP Charges that the Direct Access Customer disputes or refuses to pay, and send them back to ESP with no further liability to Edison to bill or collect such ESP Charges. All adjustments to ESP Charges will appear as an additional line item on the Consolidated Edison Bill as shown on Appendix1. ESP will deliver to Edison a copy of its standard policies for adjusting or refunding ESP Charges, as the same may be amended from time to time. In no event shall Edison be responsible for calculating a Customers ESP changes or any adjustments thereto. seq level0 \c \*arabic2.seq level1 \*arabic6 Format of Customer Bills Subject to the requirements of Paragraph 2.3 and Edisons Applicable Tariffs, Edison reserves the right to control the substance and format of its own Customer Bills, provided that ESP may determine the substance and format of any description of a Customers ESP Charges on separate pages of the Customers Bill, and provided further that any other text messages on such Bill with respect to ESP will be subject to the Parties mutual approval. ESP understands that it shall have no right to have any other message or any trademark or logo appear on any Consolidated Edison Bill or accompanying envelope, or to include any inserts or other messages with a Consolidated Edison Bill. Edison will enclose or otherwise deliver all legal, safety or other notices or inserts required by the Commission with all Consolidated Edison Bills. seq level0 \c \*arabic2.seq level1 \*arabic7 Excluded Charges Edison will not be responsible for billing Direct Access Customers for ESP Charges which were previously billed other than by Edison, or for previously unbilled ESP Charges for ESP services furnished more than one (1) month prior to the date of the Consolidated Edison Bill. Any such ESP Charges shall be sent back to ESP with no further liability to Edison. Should any such ESP Charges appear on a Consolidated Edison Bill and be disputed by the Direct Access Customer, Edison may remove the charges from the Customer Bill and send them back to ESP with no further liability to Edison. Section seq level0 \*arabic3.seq level1 \h \r0  Customer Payments seq level0 \c \*arabic3.seq level1 \*arabic1 Available Payment Methods Direct Access Customers will be entitled to pay ESP Charges through any of the payment options then offered by Edison to pay Edison Charges appearing on the Consolidated Edison Bill. seq level0 \c \*arabic3.seq level1 \*arabic2 Excluded Charges Edison will not be responsible for collecting on behalf of ESP any ESP Charges which do not appear on a Consolidated Edison Bill. seq level0 \c \*arabic3.seq level1 \*arabic3 Partial Payments; Priority Direct Access Customers will not be entitled to direct how partial payments of balances due on Consolidated Edison Bills will be applied. Edison will credit all payments received from a Direct Access Customer against Edison Charges first, and then against ESP Charges and Third Party Charges based on Edisons agreements with ESP and other parties. seq level0 \c \*arabic3.seq level1 \*arabic4 Duplicate Bills for ESP Charges ESP will not send a duplicate Bill (whether for purely informational purposes or otherwise) for ESP Charges to a Direct Access Customer which has chosen to receive a Consolidated Edison Bill, except that ESP may prepare and deliver bills for other ESP Charges which Edison is not required to bill pursuant to this Agreement. Section seq level0 \*arabic4.seq level1 \h \r0  Collection and Nonpayment seq level0 \c \*arabic4.seq level1 \*arabic1 Collection of ESP Charges Subject to the provisions of Paragraph 4.3, Edison will collect ESP Charges in accordance with its standard practices, and will notify Direct Access Customers of amounts overdue for ESP Charges in accordance with such practices. Such collection practices shall conform to all requirements of Applicable Law and Edisons Applicable Tariffs. Edison will post all payments as promptly as practicable. seq level0 \c \*arabic4.seq level1 \*arabic2 Nonpayment of ESP Charges Except as set forth in Section 8.3 of the Agreement or Paragraph 4.1 of this Service Attachment, Edison shall not be responsible for collection of ESP Charges from Direct Access Customers, and shall not be obligated to ESP for payment of such ESP Charges. seq level0 \c \*arabic4.seq level1 \*arabic3 Termination of Direct Access Customers Electrical Service Edison will terminate a Direct Access Customers electrical service for nonpayment of Edison Charges, and will thereafter restore such service, in each case in accordance with Edisons Applicable Tariffs. Edison will not terminate a Direct Access Customers electrical service for nonpayment of ESP Charges. ESP acknowledges that only Edison shall be authorized to disconnect or terminate a Direct Access Customers electrical service. Section seq level0 \*arabic5.seq level1 \h \r0  Customer Billing Inquiries seq level0 \c \*arabic5.seq level1 \*arabic1 Edison Obligations Edison will make a 24-hour toll free phone number available to Direct Access Customers, and will include such number on each Customers Bill. Edison representatives will be available to answer billing inquiries related to a Customers Bill. Any requests for or complaints regarding ESP services or adjustments to ESP Charges will be referred to ESP. seq level0 \c \*arabic5.seq level1 \*arabic2 ESP Obligations ESP will make a toll free phone number available during normal business hours to Direct Access Customers. ESP representatives will be available to answer all inquiries not answered by Edison pursuant to Paragraph 5.1. ESP shall provide adequate personnel to answer Customer inquiries, will be responsible for adequately training its personnel to answer such inquires and will resolve Customer inquiries in a reasonable, responsive manner, and will refer calls to Edison as appropriate. seq level0 \c \*arabic5.seq level1 \*arabic3 Communications In order to minimize Customer dissatisfaction and expedite the resolution of service and adjustment claims, the Parties shall establish appropriate lines of communication to address specific non-routine situations. To accommodate these situations, the Parties shall provide each other designated telephone numbers for the reporting and expeditious resolution of extraordinary Customer service and/or adjustment claims. Section seq level0 \*arabic6.seq level1 \h \r0  Information and Reports seq level0 \c \*arabic6.seq level1 \*arabic1 Customer Communications ESP shall provide to Edison for approval, copies of all written, broadcast or televised communications provided to Direct Access Customers or potential Direct Access Customers (or forms thereof) which reference Edison or the Billing Services provided by Edison prior to release thereof. seq level0 \c \*arabic6.seq level1 \*arabic2 Edison Reports Edison will deliver to ESP such reports with respect to Consolidated Edison Billing services as may be mutually agreed to by the Parties. Edison will not track ESP Charges billed or collected by Edison for an individual Direct Access Customer. seq level0 \c \*arabic6.seq level1 \*arabic3 Maintenance of Customer Account Records Edison shall maintain files and records for Direct Access Customers receiving Consolidated Edison Billing as required by Edisons Applicable Tariffs in accordance with industry standards and in a manner that will (a) allow ESP to inspect and audit such files and records from time to time, and (b) enable Edison to respond to Customer inquiries in accordance with Paragraph 5.1. Section seq level0 \*arabic7.seq level1 \h \r0  Taxes seq level0 \c \*arabic7.seq level1 \*arabic1 Billing and Collection Edison will not calculate, assess or apply any Taxes on ESP Charges. ESP will be responsible for including Taxes in ESP Charges submitted to Edison. Section seq level0 \*arabic8.seq level1 \h \r0  Taxes - Indemnity and Recourse seq level0 \c \*arabic8.seq level1 \*arabic1 General The indemnities provided for in this Section 8 are payable without regard to which Party is obligated to collect and remit Taxes or to file the Tax returns and shall be the sole indemnification provided by either Party with respect to the Tax matters covered in this Service Attachment. Neither the indemnification provisions nor the claim limitation provisions contained elsewhere in the Agreement shall apply to the Tax matters covered in this Service Attachment. seq level0 \c \*arabic8.seq level1 \*arabic2 Indemnity by ESP ESP agrees to indemnify, defend, and hold harmless Edison from and against any and all liabilities or losses resulting from any Tax, interest, penalty, addition to Tax, Tax surcharge, or other charge or expense (including attorneys fees and other reasonable expenses incurred in defending claims or actions for such charges) incurred by Edison as a result of: (seq level3 \*alphabetica) The delay or failure of ESP, for any reason, to pay any Tax or file any Tax return or other Tax information as required by Applicable Law or the Agreement; (seq level3 \*alphabeticb) Edison complying with the Agreement or any determination or direction by or advice of ESP or correctly using information provided by ESP in performing any Tax-related Service hereunder; (seq level3 \*alphabeticc) Edisons action or inaction with respect to any Tax that is the subject of the Agreement, even if same constitutes negligence, but not if it constitutes willful misconduct or gross negligence; or (seq level3 \*alphabeticd) Any audit or investigation by any taxing authority with respect to any Taxes covered by this Agreement. seq level0 \c \*arabic8.seq level1 \*arabic3seq level2 \h \r0 seq level3 \h \r0  Reimbursement of Edison Should any taxing authority determine that any Taxes (including interest, penalties, additions to Taxes, and Tax surcharges) that have not been paid by ESP are payable by Edison to the taxing authority as a result of Edisons performance of any obligation under the Agreement, Edison shall so advise ESP. ESP shall be liable for all such Taxes, interest, penalties, additions to Taxes and Tax surcharges. ESP shall, at its option and expense (including reimbursement or payment of any such assessment prior to final resolution of the issue), have the right to seek a ruling as to the applicability of any such Tax or to protest any assessment and participate in any legal challenge to such assessment, but shall be liable for all Taxes, interest, penalties, additions to Taxes, and Tax surcharges ultimately determined to be due. Edison shall, when requested by ESP and at ESPs expense, cooperate or participate with ESP in any such proceeding, protest, or legal challenge, provided that Edison may decline to participate if Edison determines, in its sole discretion, that such participation would be without merit or may result in contempt proceedings against Edison. APPENDIX 1 TO SERVICE ATTACHMENT 1 BILLING INFORMATION Description of ESP Charges on Consolidated Edison Bill (Paragraph 2.3): Edison will also include the following ESP phone number on the Consolidated Edison Bill: Billing inquiries: Line Item Adjustments (Paragraph 2.5): BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 2 CONSOLIDATED ESP BILLING SERVICES INDEX Section Title Page Section 1 Establishment and Maintenance of Consolidated ESP Billing SA2-2 Section 2 Customer Billing Procedures SA2-3 Section 3 Customer Payments SA2-4 Section 4 Collection and Nonpayment SA2-5 Section 5 Customer Billing Inquiries SA2-5 Section 6 Information and Reports SA2-6 Section 7 Taxes SA2-6 Section 8 Taxes - Indemnity and Recourse SA2-7 Appendix 1 Billing Information Appendix 2 Form of ESP Service Report BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 2 CONSOLIDATED ESP BILLING SERVICES This Service Attachment applies in the event ESP offers Consolidated ESP Bills to Direct Access Customers for Edison and ESP Charges. This Service Attachment shall not apply to Direct Access Customers who receive Consolidated Edison Bills (if offered by ESP), where Edison will prepare and deliver Consolidated Edison Bills to Direct Access Customers in accordance with the provisions of the Agreement and Edisons Applicable Tariffs. This Service Attachment shall not apply to Direct Access Customers who receive Dual Bills, where each Party will prepare and deliver its own Customer Bills in accordance with the provisions of the Agreement and Edisons Applicable Tariffs. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0  Establishment and Maintenance of Consolidated ESP Billing seq level0 \c \*arabic1.seq level1 \*arabic1 Establishment of Consolidated ESP Billing If a Direct Access Customer has chosen to receive a Consolidated ESP Bill, ESP will include the Customers Edison Charges with its ESP Charges on the Customers Bill, and identify the Customers Edison Charges separately from its ESP Charges. seq level0 \c \*arabic1.seq level1 \*arabic2 Termination of Consolidated ESP Billing ESP will terminate Consolidated ESP Billing for a Direct Access Customer at Edisons request, or if the Customer cancels ESPs billing of Edisons Charges, cancels electrical services from ESP or moves out of Edisons service territory. ESP will not terminate a Customers Consolidated ESP Billing for any other reason without Edisons approval. ESP will electronically notify Edison of the name and account number of any Customer no longer receiving Consolidated ESP Bills. Termination of Consolidated ESP Billing will not affect ESPs liability for all Edison Charges previously billed to the Direct Access Customer. Section seq level0 \*arabic2.seq level1 \h \r0  Customer Billing Procedures seq level0 \c \*arabic2.seq level1 \*arabic1 Submission of Edison Charges Edison will notify ESP by any of Edisons then-available bill delivery methods of all Edison Charges to be included in a Direct Access Customers Consolidated ESP Bill in accordance with Edisons normal billing cycle schedule. ESP shall indicate as Attachment A to the Agreement the primary delivery method for notifying ESP of Edison Charges. seq level0 \c \*arabic2.seq level1 \*arabic2 Accuracy of Edison Charges All Edison Charges shall be calculated in accordance with the terms of Edisons Applicable Tariffs. Subject to ESPs obligations under Paragraph 4.2, ESP shall have no liability for the accuracy of any Edison Charges or any related disputes. Edison shall use its best efforts to ensure that all information that it sends to ESP for billing shall be accurate, and shall take reasonable steps to screen all billing information to be sent to ESP in order to comply with the requirements of this Section 2. seq level0 \c \*arabic2.seq level1 \*arabic3 Presentation of Edison Charges on Customer Bill ESP will present a Direct Access Customers Edison Charges with ESP Charges on ESPs regularly scheduled Consolidated ESP Bill. ESP will bill a Direct Access Customer in accordance with its monthly schedule for the Customers Bill. ESP will insert on the first page of the Consolidated ESP Bill the number of line items shown on Appendix 1 to this Service Attachment summarizing the Customers Edison Charges. Such line item descriptions will read as shown on Appendix 1. ESP will include any detail of the Customers Edison Charges on a separate page of the Consolidated ESP Bill in the form presented and described by Edison. Edison Charges shall also be included in the total amount due from the Direct Access Customer on the Updates, Current Amount and Total Balance Due sections of the Consolidated ESP Bill. All Customer Bill formats will comply with the requirements of Applicable Law. seq level0 \c \*arabic2.seq level1 \*arabic4 Billing Costs ESP shall pay all costs of the Billing Services it performs for Direct Access Customers, including but not limited to printing and postage costs, subject to any charges for such services payable by Direct Access Customers. seq level0 \c \*arabic2.seq level1 \*arabic5 Adjustments to Edison Charges ESP will refer all Direct Access Customer disputes relating to Edison Charges to Edison. Edison will notify ESP of any adjustments to a Customers Edison Charges as a result of a dispute or otherwise, and any such adjustment will appear on the Customers next Consolidated ESP Bill. All adjustments to Edison Charges will appear as an additional line item on the Consolidated ESP Bill as shown on Appendix 1. Nothing contained in this Paragraph shall limit ESPs liability for all Edison Charges for Direct Access Customers who have chosen to receive Consolidated ESP Bills pursuant to Paragraph 4.2. In no event shall ESP be responsible for calculating a Customers Edison Charges on any adjustments thereto. seq level0 \c \*arabic2.seq level1 \*arabic6 Format of Customer Bills Subject to the requirements of Paragraph 2.3 and Edisons Applicable Tariffs, ESP reserves the right to control the substance and format of its own Customer Bills, provided that Edison may determine the substance and format of any description of a Customers Edison Charges on separate pages of the Customers Bill, and provided further that any other text messages on such Bill with respect to Edison will be subject to the Parties mutual approval. ESP will (at its own cost) enclose or otherwise deliver all legal, safety or other mandated Edison and Commission notices or inserts with all Consolidated ESP Bills. Except on those notices or inserts, Edison understands that it shall have no right to have any other message or any trademark or logo appear on any Consolidated ESP Bill or accompanying envelope or to include any inserts or other messages with a Consolidated ESP Bill. Edison will design and deliver (either electronically or, at ESPs expense, by mail) such notices or inserts for insertion by ESP. ESP acknowledges that if Edison is required to provide such notices or inserts to Direct Access Customers, ESP shall compensate Edison for such services. Section seq level0 \*arabic3.seq level1 \h \r0  Customer Payments seq level0 \c \*arabic3.seq level1 \*arabic1 Available Payment Methods Direct Access Customers will be entitled to pay Edison Charges through any of the payment options then offered by ESP to pay ESP Charges appearing on the Consolidated ESP Bill. seq level0 \c \*arabic3.seq level1 \*arabic2 Excluded Charges ESP will not be responsible for collecting on behalf of Edison any Edison Charges which do not appear on a Consolidated ESP Bill. seq level0 \c \*arabic3.seq level1 \*arabic3 Partial Payments ESP may credit all payments received from a Direct Access Customer in the order it deems appropriate, provided that in any event ESP shall be liable to Edison for all Edison Charges appearing on Consolidated ESP Bills, regardless of whether ESP actually collects (and of ESPs ability to collect) such Charges from a Direct Access Customer. seq level0 \c \*arabic3.seq level1 \*arabic4 Duplicate Bills for ESP Charges Except as provided in this Paragraph, Edison will not send a duplicate Bill (whether for purely informational purposes or otherwise) for Edison Charges to a Direct Access Customer which has chosen to receive a Consolidated ESP Bill. (a) Upon an Event of Default under Sections 6.2(a), (d) or (i) of the Agreement, Edison may prepare and deliver a separate Bill for all Edison Charges to all Direct Access Customers who have chosen to receive Consolidated ESP Bills until one (1) year after ESP shall have cured such Event of Default (including payment of any late payment charges pursuant to Section 9 of the Agreement and resubmitting evidence of compliance with credit and deposit requirements for Energy Service Providers). ESP shall advise Direct Access Customers that in the event ESP fails to pay Edison Charges to Edison, Edison may prepare and deliver a separate Bill for Edison Charges notwithstanding the fact that a Direct Access Customer has chosen to receive a Consolidated ESP Bill. Edison may deliver a separate Bill for all Edison Charges which are not previously billed, including any Charges for periods prior to the Event of Default. (b) Edison may prepare and deliver bills for other Edison Charges which ESP is not required to bill pursuant to this Agreement. Section seq level0 \*arabic4.seq level1 \h \r0  Collection and Nonpayment seq level0 \c \*arabic4.seq level1 \*arabic1 Collection of Edison Charges ESP will collect Edison Charges in accordance with its standard practices for collection of ESP Charges, and will notify Direct Access Customers of amounts overdue for Edison Charges in accordance with such practices. Such collection practices shall conform to all requirements of Applicable Law. ESP will post all payments as promptly as practicable. seq level0 \c \*arabic4.seq level1 \*arabic2 Nonpayment of Edison Charges ESP shall be liable to Edison for all Edison Charges to Direct Access Customers who have chosen to receive Consolidated ESP Bills regardless of whether ESP actually collects (and of ESPs ability to collect) such Edison Charges from Direct Access Customers. seq level0 \c \*arabic4.seq level1 \*arabic3 Termination of Direct Access Customers Electrical Service Edison will not terminate a Direct Access Customers electrical service for nonpayment of ESP Charges. ESP acknowledges that only Edison shall be authorized to disconnect or terminate a Direct Access Customers electrical service. Section seq level0 \*arabic5.seq level1 \h \r0  Customer Billing Inquiries seq level0 \c \*arabic5.seq level1 \*arabic1 ESP Obligations ESP will make a 24-hour toll free phone number available to Direct Access Customers, and will include such number on each Customers Bill. ESP representatives will be available to answer billing inquiries related to a Customers Bill. ESP will be responsible for adequately training its personnel to answer such inquiries. All other Customer inquiries, including any request for or complaints regarding Edison services or adjustments to Edison Charges, will be referred to Edison. seq level0 \c \*arabic5.seq level1 \*arabic2 Edison Obligations Edison will make a toll free phone number available during normal business hours to Direct Access Customers. Edison representatives will be available to answer all inquiries not answered by ESP, pursuant to Section 5.1. Edison shall provide adequate personnel to answer Customer inquiries, will be responsible for adequately training its personnel to answer such inquires and will resolve Customer inquiries in a reasonable, responsive manner, and will refer calls to ESP as appropriate. seq level0 \c \*arabic5.seq level1 \*arabic3 Communications In order to minimize Customer dissatisfaction and expedite the resolution of service and adjustment claims, the Parties shall establish appropriate lines of communication to address specific non-routine situations. To accommodate these situations, the Parties shall provide each other designated telephone numbers for the reporting and expeditious resolution of extraordinary Customer service and/or adjustment claims. Section seq level0 \*arabic6.seq level1 \h \r0  Information and Reports seq level0 \c \*arabic6.seq level1 \*arabic1 Customer Communications Edison shall provide to ESP for approval, copies of all written, broadcast or televised communications provided to Direct Access Customers or potential Direct Access Customers (or forms thereof) which reference ESP or the Billing Services provided by ESP prior to release thereof. seq level0 \c \*arabic6.seq level1 \*arabic2 ESP Reports ESP will deliver to Edison such reports with respect to Consolidated ESP Billing services as may be mutually agreed to by the Parties. seq level0 \c \*arabic6.seq level1 \*arabic3 Maintenance of Customer Account Records ESP shall maintain files and records for Direct Access Customers receiving Consolidated ESP Billing as required by Edisons Applicable Tariffs in accordance with industry standards in a manner that will (a) allow Edison to inspect and audit such files and records from time to time, and (b) enable ESP to respond to Direct Access Customer inquiries in accordance with Paragraph 5.1. Section seq level0 \*arabic7.seq level1 \h \r0  Taxes seq level0 \c \*arabic7.seq level1 \*arabic1 Billing and Collection ESP will not calculate, assess or apply any Taxes on Edison Charges. Edison will be responsible for including Taxes in Edison Charges submitted to ESP. Section seq level0 \*arabic8.seq level1 \h \r0  Taxes - Indemnity and Recourse seq level0 \c \*arabic8.seq level1 \*arabic1 General The indemnities provided for in this Section 8 are payable without regard to which Party is obligated to collect and remit Taxes or to file the Tax returns and shall be the sole indemnification provided by either Party with respect to the Tax matters covered in this Service Attachment. Neither the indemnification provisions nor the claim limitation provisions contained elsewhere in the Agreement shall apply to the Tax matters covered in this Service Attachment. seq level0 \c \*arabic8.seq level1 \*arabic2 Indemnity by Edison Edison agrees to indemnify, defend, and hold harmless ESP from and against any and all liabilities or losses resulting from any Tax, interest, penalty, addition to Tax, Tax surcharge, or other charge or expense (including attorneys fees and other reasonable expenses incurred in defending claims or actions for such charges) incurred by ESP as a result of: (seq level3 \*alphabetica) The delay or failure of Edison, for any reason, to pay any Tax or file any Tax return or other Tax information as required by Applicable Law or the Agreement; (seq level3 \*alphabeticb) ESP complying with the Agreement or any determination or direction by or advice of Edison or correctly using information provided by Edison in performing any Tax-related Service hereunder; (seq level3 \*alphabeticc) ESPs action or inaction with respect to any Tax that is the subject of the Agreement, even if same constitutes negligence, but not if it constitutes willful misconduct or gross negligence; or (seq level3 \*alphabeticd) Any audit or investigation by any taxing authority with respect to any Taxes covered by this Agreement. seq level0 \c \*arabic8.seq level1 \*arabic3seq level2 \h \r0 seq level3 \h \r0  Reimbursement of ESP Should any taxing authority determine that any Taxes (including interest, penalties, additions to Taxes, and Tax surcharges) that have not been paid by Edison are payable by ESP to the taxing authority as a result of ESPs performance of any obligation under the Agreement, ESP shall so advise Edison. Edison shall be liable for all such Taxes, interest, penalties, additions to Taxes and Tax surcharges. Edison shall, at its option and expense (including reimbursement or payment of any such assessment prior to final resolution of the issue), have the right to seek a ruling as to the applicability of any such Tax or to protest any assessment and participate in any legal challenge to such assessment, but shall be liable for all Taxes, interest, penalties, additions to Taxes, and Tax surcharges ultimately determined to be due. ESP shall, when requested by Edison and at Edisons expense, cooperate or participate with Edison in any such proceeding, protest, or legal challenge, provided that ESP may decline to participate if ESP determines, in its sole discretion, that such participation would be without merit or may result in contempt proceedings against ESP. APPENDIX 1 TO SERVICE ATTACHMENT 2 billing information Description of Edison Charges On Consolidated ESP Bill (Paragraph 2.3): ESP will also include the following Edison toll-free phone numbers on the Consolidated ESP Bill: Billing inquiries: 800- Service emergencies: 800- B. Line Item Adjustments (Paragraph 2.5): BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 3 EDISON METERING SERVICES INDEX Section Title Page Section 1 Compliance with Metering Standards SA3-2 Section 2 Edison Metering Services SA3-2 BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 3 EDISON METERING SERVICES This Service Attachment applies in the event ESP does not offer Metering Services to Direct Access Customers, and to Direct Access Customers who do not choose to have Metering Services performed by ESP. The specific terms and conditions of this Service Attachment may be modified in connection with Commission proceedings to establish Metering Standards. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0  Compliance with Metering Standards seq level0 \c \*arabic1.seq level1 \*arabic1 Edison Compliance Edison shall comply with all applicable Metering Standards as long as it provides Metering Services to Direct Access Customers. seq level0 \c \*arabic1.seq level1 \*arabic2 Compliance; Edison Testing of Metering Facilities Edison shall from time to time, at ESPs request and expense, provide ESP with information for all Metering Facilities owned or serviced by Edison (including any changes to such information that affect a meters data capabilities) pursuant to Edisons Applicable Tariffs. Edison shall ensure that all Metering Facilities owned, installed or maintained by it comply with applicable Metering Standards. Edison may, from time to time and at its expense, inspect and test Metering Facilities owned or serviced by it in accordance with applicable Metering Standards and will notify ESP of any Metering Facilities that do not comply with applicable Metering Standards. Each Party may adjust its own Charges to reflect any underbilling or overbilling for any period during which a Metering Facility failed to comply with applicable Metering Standards. seq level0 \c \*arabic1.seq level1 \*arabic3 Correction of Errors Edison shall correct any reported failure of a Metering Facility owned or serviced by Edison to comply with applicable Metering Standards within the time required by Edisons Applicable Tariffs. Section seq level0 \*arabic2.seq level1 \h \r0  Edison Metering Services seq level0 \c \*arabic2.seq level1 \*arabic1 General Edison may install, remove, calibrate, test and maintain Metering Facilities (Metering Services) for Direct Access Customers upon the Commissions approval of Metering Standards for such services, and shall perform such services in accordance with such Metering Standards under the terms of Edisons Applicable Tariffs. Edison shall provide Metering Services for all Direct Access Customers who have not chosen to receive such services from ESP. Edison shall provide Metering Services for a Direct Access Customer only if Edison is performing all Metering Services for such Customer (i.e., all Edison Metering Services shall be performed as a package). seq level0 \c \*arabic2.seq level1 \*arabic2 Unauthorized Energy Use (Energy Theft) Edison shall notify ESP of any suspected unauthorized energy use (energy theft) by ESP or any Direct Access Customer. Edison may take appropriate actions against the responsible part(ies) pursuant to Applicable Law or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic3 Costs of Metering Services Edison shall charge ESP or Direct Access Customers for Metering Services it performs pursuant to Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic4 Repair of Meters If Metering Facilities need to be removed for repair, Edison will replace the Metering Facilities with similar Metering Facilities until the malfunctioning Metering Facilities are repaired by Edison or replaced by the meter owner. BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 4 ESP METERING SERVICES INDEX Section Title Page Section 1 Compliance with Metering Standards SA4-2 Section 2 ESP Metering Services SA4-3 BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 4 ESP METERING SERVICES This Service Attachment applies in the event ESP offers Metering Services to Direct Access Customers (ESP may only provide Metering Services to Direct Access Customers after the Commission has approved applicable Metering Standards). If a Direct Access Customer does not elect to have ESP perform Metering Services, or if ESP does not offer Metering Services, Metering Services shall be performed by Edison pursuant to Service Attachment 3 and Edisons Applicable Tariffs. The specific terms and conditions of this Service Attachment may be modified in connection with Commission proceedings to establish Metering Standards. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0  Compliance with Metering Standards seq level0 \c \*arabic1.seq level1 \*arabic1 ESP Compliance ESP represents and warrants that it has complied with all applicable Metering Standards, including all information and data communications requirements reasonably required by Edison, to provide Metering Services to Direct Access Customers. ESP shall comply with such requirements as long as it provides Metering Services to Direct Access Customers, and shall provide evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic1.seq level1 \*arabic2 Ownership of Meters ESP may own a Direct Access Customers Metering Facilities pursuant to Edisons Applicable Tariffs upon the Commissions approval of Metering Standards for such ownership. ESP acknowledges that a Direct Access Customers Metering Facilities may be owned only by ESP, Edison or Customer itself, and shall warrant that its Customers are in compliance with such requirements. ESP may assume ownership of a Customers Metering Facilities by (a) purchasing a Direct Access Customers Edison-owned Metering Facilities, (b) having Edison (at ESPs expense) remove a Customers existing Metering Facilities and install ESPs new Metering Facilities, or (c) removing a Customers existing Metering Facilities and installing new Metering Facilities. Edison shall have sole discretion to determine whether Edison-owned Metering Facilities will be sold or replaced. ESP acknowledges that it shall be required to return Edison-owned Metering Facilities in good working condition upon removal, or pay appropriate charges pursuant to Edisons Applicable Tariffs. All new Metering Facilities shall be purchased only from State approved vendors. Edison may, at its option, purchase any meters owned by ESP upon a Direct Access Customers termination of Direct Access service from ESP. seq level0 \c \*arabic1.seq level1 \*arabic3 Compliance ESP shall from time to time provide Edison with information for all Metering Facilities owned or serviced by ESP (including any changes to such information and meter testing schedules and results) pursuant to applicable Metering Standards and Edisons Applicable Tariffs. ESP shall ensure that all such Metering Facilities are properly maintained and comply with applicable Metering Standards and Edisons Applicable Tariffs (including any requirements that the Metering Facilities interface with Edisons metering equipment and transfer data in a format and timeline acceptable to Edison), and shall submit to Edison evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs and immediately notify Edison of any Metering Facilities that are not in compliance. seq level0 \c \*arabic1.seq level1 \*arabic4 Edison Testing of Metering Facilities Edison may, from time to time and at ESPs expense, inspect and test Metering Facilities owned or serviced by ESP in accordance with Edisons Applicable Tariffs, and will notify ESP of any Metering Facilities that do not comply with applicable Metering Standards. No inspection or testing by Edison shall serve to validate or certify the safety of a meter or any services performed by ESP. Each Party may adjust its own Charges to reflect any underbilling or overbilling for any period during which a Metering Facility failed to comply with applicable Metering Standards. ESP shall ensure that Edison has access to all Metering Facilities owned or serviced by ESP. seq level0 \c \*arabic1.seq level1 \*arabic5 Correction of Errors ESP shall correct any reported failure of a Metering Facility owned or serviced by ESP to comply with applicable Metering Standards within the time required by Edisons Applicable Tariffs. ESPs failure to correct such failure within such time may constitute an Event of Default under Section 6.2(b) of the Agreement. In addition, Edison may, at ESPs expense, take such action as may be required to correct any such failure which is not corrected by ESP, and may pursue such other remedies as may be available under Edisons Applicable Tariffs. Section seq level0 \*arabic2.seq level1 \h \r0  ESP Metering Services seq level0 \c \*arabic2.seq level1 \*arabic1 General ESP may install, remove, calibrate, test and maintain Metering Facilities (Metering Services) for Direct Access Customers upon the Commissions approval of Metering Standards for such services, and shall perform such services in accordance with such Metering Standards. ESP shall perform Metering Services for all Direct Access Customers who have chosen to receive such service from ESP, and shall notify Edison of any Metering Facilities to be installed or removed by ESP as required by Edisons Applicable Tariffs. ESP shall provide Metering Services for a Direct Access Customer only if ESP is performing all Metering Services for such Customer (i.e., all ESP Metering Services shall be performed as a package). When ESP removes Edison-owned Metering Facilities for a Direct Access Customer, it shall return the equipment to Edison or pay Edison the appropriate charges specified in Edisons Applicable Tariffs. ESP shall be responsible for the safe installation and operation in all Metering Facilities installed by it, and for any bodily injury or property damage caused by its Metering Facilities or other actions. seq level0 \c \*arabic2.seq level1 \*arabic2 Unauthorized Energy Use (Energy Theft) ESP shall take reasonable measures to deter unauthorized energy use (energy theft) by a Direct Access Customer, and to reduce the opportunity for unmetered energy consumption. ESP shall notify Edison of any suspected unauthorized energy use (energy theft) by a Direct Access Customer. Edison may take appropriate actions against the responsible party(ies) pursuant to Applicable Law or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic3 Load Research Metering ESP acknowledges that Edison will need to collect load research data from Direct Access Customers, and agrees to cooperate with Edison to obtain such information from Metering Facilities owned or serviced by ESP, if suitable arrangements are feasible. The Parties acknowledge that it may be necessary to install additional or substitute Metering Facilities to obtain such information, subject to satisfactory agreements between the Parties and Direct Access Customers. seq level0 \c \*arabic2.seq level1 \*arabic4 Disconnection of Electrical Services ESP acknowledges that, notwithstanding the fact that it may be providing Metering Services to a Direct Access Customer, only Edison is permitted to energize new Metering Facilities or disconnect and restore a Customers electrical service. seq level0 \c \*arabic2.seq level1 \*arabic5 Edison Meter Testing Edison shall, at ESPs expense, have the right to inspect and test any Metering Facilities installed by ESP prior to energizing such facilities pursuant to Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic6 Costs of Metering Services ESP shall pay all costs of Metering Services it performs for Direct Access Customers under this Agreement, subject to any charges for such services payable by Direct Access Customers. BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 5 EDISON METER READING SERVICES INDEX Section Title Page Section 1 Compliance with Metering Standards SA5-2 Section 2 Edison Meter Reading Services SA5-2 BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 5 METER READING SERVICES BY EDISON This Service Attachment applies in the event ESP does not offer Meter Reading Services to Direct Access Customers, or to Direct Access Customers who do not choose to have Meter Reading Services performed by ESP. The specific terms and conditions of this Service Attachment may be modified in connection with Commission proceedings to establish Metering Standards. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0  Compliance with Metering Standards seq level0 \c \*arabic1.seq level1 \*arabic1 Edison Compliance Edison shall comply with its Applicable Tariffs as long as it provides Meter Reading Services to Direct Access Customers. seq level0 \c \*arabic1.seq level1 \*arabic2 Metering Errors Edison shall immediately notify ESP of any error in usage data from any meter read by Edison, or of any Metering Facilities that are not operating in accordance with applicable Metering Standards. Each party may adjust its own Charges to reflect any underbilling or overbilling resulting from an error in usage data or for any period during which a meter failed to comply with applicable Metering Standards. Edison shall be responsible for calculating and supplying ESP with corrected usage information for any such period. Section seq level0 \*arabic2.seq level1 \h \r0  Edison Meter Reading Services seq level0 \c \*arabic2.seq level1 \*arabic1 General Edison may read and validate data from meters, edit and estimate such data, and transmit such data to ESP (Meter Reading Services) for Direct Access Customers upon the Commissions approval of Metering Standards for such services, and shall perform such services in accordance with such Metering Standards under the terms of Edisons Applicable Tariffs. Edison shall provide Meter Reading Services to all Direct Access Customers who have not chosen to receive such services from ESP. Edison shall provide Meter Reading Services for a Direct Access Customer only if Edison is providing all Meter Reading Services for such Customer (i.e., all Edison Meter Reading Services will be provided as a package, as defined in Edisons Applicable Tariffs), and only if the Customers Metering Facilities properly interface with Edisons metering equipment. seq level0 \c \*arabic2.seq level1 \*arabic2 Timing; Liability Edison shall read each Direct Access Customers meter, and shall electronically provide the required metering information to ESP on the Direct Access Customers monthly Meter Read Date. ESP may, pursuant to Edisons Applicable Tariffs, request that Edison read the Customers Meter on a different Meter Read Date. ESP shall have no liability for any usage measurement or data transmission errors by Edison. seq level0 \c \*arabic2.seq level1 \*arabic3 Unauthorized Energy Use (Energy Theft) Edison shall notify ESP of any suspected unauthorized energy use (energy theft) by ESP or a Direct Access Customer. Edison may take appropriate actions against the responsible party(ies) pursuant to Applicable Law or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic4 Data Maintenance Requirements Edison shall maintain, store and provide current and historical meter and usage data required by Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic5 Cost of Meter Reading Services Edison shall charge ESP or Direct Access Customers for Meter Reading Services it performs pursuant to Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic6 Access Restrictions; Hazardous Conditions Each Party shall notify the other Party of any damaged or inaccessible meters, or any meters which it is unable to locate, and the Party providing Metering Services for such meter shall be responsible for correcting the problem. Edison shall not be obligated to read a meter which is damaged, inaccessible or which it is unable to locate, unless it is responsible for correcting the problem. Each Party shall notify the other Party of any known hazardous conditions related to meters, provided that neither Party will be liable to the other party for its failure to do so. BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 6 ESP METER READING SERVICES INDEX Section Title Page Section 1 Compliance with Metering Standards SA6-2 Section 2 ESP Meter Reading Services SA6-2 BASIC EDISON-ESP SERVICE AGREEMENT SERVICE ATTACHMENT 6 ESP METER READING SERVICES This Service Attachment applies in the event ESP offers Meter Reading Services to Direct Access Customers (ESP may only provide Meter Reading Services to Direct Access Customers after the Commission has approved applicable Metering Standards). If a Direct Access Customer does not elect to have ESP perform Meter Reading Services, or if ESP does not offer Meter Reading Services, Meter Reading Services shall be performed by Edison pursuant to Service Attachment 5 and Edisons Applicable Tariffs. The specific terms and conditions of this Service Attachment may be modified in connection with Commission proceedings to establish Metering Standards. Section seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 seq level0 \*arabic1.seq level1 \h \r0  Compliance with Metering Standards seq level0 \c \*arabic1.seq level1 \*arabic1 ESP Compliance ESP represents and warrants that it has complied with all applicable Metering Standards, including all information and data communications requirements reasonably required by Edison, for Energy Service Providers offering Meter Reading Services to Direct Access Customers. ESP shall comply with such requirements as long as it provides Meter Reading Services to Direct Access Customers, and shall provide evidence of such compliance as may reasonably be required by Edison or Edisons Applicable Tariffs. seq level0 \c \*arabic1.seq level1 \*arabic2 Metering Errors ESP shall immediately notify Edison of any error in usage data from any meter read by ESP, or of any Metering Facilities that are not operating in accordance with applicable Metering Standards. Each Party may adjust its own Charges to reflect any underbilling or overbilling resulting from an error in metering data or for any period during which a meter failed to comply with applicable Metering Standards. ESP shall be responsible for calculating and supplying Edison with corrected usage information for any such period. Edison may read any meter to verify the accuracy of ESPs meter read. Section seq level0 \*arabic2.seq level1 \h \r0  ESP Meter Reading Services seq level0 \c \*arabic2.seq level1 \*arabic1 General ESP may read and validate data from meters, edit and estimate such data, and transmit such data to Edison (Meter Reading Services) for Direct Access Customers upon the Commissions approval of Metering Standards for such services, and shall perform such services in accordance with such Metering Standards. ESP shall provide Meter Reading Services to all Direct Access Customers who have chosen to receive such services from ESP. ESP shall provide Meter Reading Services for a Direct Access Customer only if ESP is performing all Meter Reading Services for such Customer (i.e., all ESP Meter Reading Services shall be performed as a package, as defined in Edisons Applicable Tariffs). seq level0 \c \*arabic2.seq level1 \*arabic2 Timing; Liability ESP shall read each Direct Access Customers meter, and shall electronically provide required meter reading information to Edison on the Direct Access Customers monthly Meter Read Date in a format acceptable to Edison. ESP shall provide all electric usage calculations required by applicable Metering Standards in a format and time frame acceptable to Edison. Edison may read any meter if ESP fails to provide such meter and usage data by such dates. Edison shall have no liability for usage measurement or data transmission errors by ESP. seq level0 \c \*arabic2.seq level1 \*arabic3 Unauthorized Energy Use (Energy Theft) ESP shall notify Edison of any suspected unauthorized energy use (energy theft) by a Direct Access Customer. Edison may take appropriate actions against the responsible party(ies) pursuant to Applicable Law or Edisons Applicable Tariffs. seq level0 \c \*arabic2.seq level1 \*arabic4 Data Maintenance Requirements ESP shall maintain, store and provide current and historical meter and usage data required by Edisons Applicable Tariffs in a format acceptable to Edison. seq level0 \c \*arabic2.seq level1 \*arabic5 Cost of Meter Reading Services ESP shall pay all costs of the Meter Reading Services it provides to Direct Access Customers under this Agreement. seq level0 \c \*arabic2.seq level1 \*arabic6 Access Restrictions; Hazardous Conditions Each Party shall notify the other Party of any damaged or inaccessible meters, or any meters which it is unable to locate, and the Party providing Metering Services for such meter shall be responsible for correcting the problem. ESP shall not be obligated to read a meter which is damaged, inaccessible or which it is unable to locate, unless it is responsible for correcting the problem. Each Party shall notify the other Party of any known hazardous conditions related to meters, provided that neither Party will be liable to the other party for its failure to do so.  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