COMPANY CONSOLIDATED BILLING ADDENDUM TO THE ELECTRIC DISTRIBUTION UTILITY/ COMPETITIVE RETAIL ELECTRIC SERVICE PROVIDER AGREEMENT FOR OHIO POWER COMPANY S OHIO RETAIL ACCESS PROGRAM This COMPANY CONSOLIDATED BILLING ADDENDUM, made and entered into on this day of, 20, between Ohio Power Company, an Ohio corporation ("Company"), and, a ("CRES Provider"), amends and supplements the, 20 ELECTRIC DISTRIBUTION UTILITY/COMPETITIVE RETAIL ELECTRIC SERVICE PROVIDER AGREEMENT FOR OHIO POWER COMPANY S OHIO RETAIL ACCESS PROGRAM between the Company and the CRES Provider ( EDU/CRES Provider Agreement ). The Company and the CRES Provider are sometimes herein referred to singularly as a Party or collectively as the Parties. WITNESSETH: WHEREAS, in connection with the EDU/CRES Provider Agreement, the CRES Provider intends to offer and to sell one or more Competitive Retail Electric Services (as such term is defined in the EDU/CRES Provider Agreement); and WHEREAS, the CRES Provider has requested that the Company bill the CRES Provider s customers for Competitive Retail Electric Services on the Company s bill (sometimes hereinafter referred to as Company consolidated billing ); and WHEREAS, the Company s Retail Tariff for Choice Participants provides that the Company will not issue a consolidated bill to a CRES Provider s customers until a Company Consolidated Billing Addendum has been executed by the CRES Provider; NOW, THEREFORE, the Parties hereto agree as follows: 1
I. DEFINITIONS 1.1. Certain Defined Terms. These terms are in addition to or, when modified herein, in lieu of those in the EDU/CRES Provider Agreement. For all purposes of this Company Consolidated Billing Addendum, except as otherwise expressly provided herein or unless the context otherwise requires, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 1.1.2. Business Day. "Business Day" means any day other than a Saturday, Sunday, CRES Provider holiday, Company holiday or public holiday or the equivalent for banks of the Federal Reserve System. Each Party to this Company Consolidated Billing Addendum shall provide to the other Party, upon execution of this Addendum and by December 1 of each year during the term of this Company Consolidated Billing Addendum, a schedule of the holidays it observes for the following calendar year. 1.1.3. Competitive Retail Electric Services. "Competitive Retail Electric Services" bears the meaning assigned to such term in the EDU/CRES Provider Agreement. 1.1.4. Customer. "Customer" means any Person obligated to make payment to CRES Provider for purchases from CRES Provider of Competitive Retail Electric Services. 1.1.5. Customer Bill. "Customer Bill" means an invoice or any other evidence of a Customer's obligation to CRES Provider rendered by the Company to a Customer for purchases from a CRES Provider of Competitive Retail Electric Services. 1.1.6. EDI Agreement. EDI Agreement means the, 20 Electronic Data Interchange Agreement between the Company and the CRES Provider. 1.1.7. EDU/CRES Provider Agreement. " EDU/CRES Provider Agreement" bears the meaning assigned to such term in the preamble of this Company Consolidated Billing Addendum. 1.1.8. Governmental Approvals. "Governmental Approvals" means all consents, approvals, authorizations, orders, registrations or qualifications of any Person or public authority as may be required by any appropriate regulatory authority in respect of the transactions contemplated hereby. 1.1.9. Person. "Person" means any natural person, corporation, company, voluntary association, partnership, joint venture, trust (including a business trust), unincorporated organization or government (or any agency, instrumentality or political subdivision thereof). 1.1.10. Termination Date. "Termination Date" means the date of the last Business Day for which a CRES Provider is certified by the PUCO or registered by the Company, or the date otherwise specified for termination of Company's obligation to present a bill to the customer containing the CRES Provider s charges. 2
II. OBLIGATIONS OF THE PARTIES 2.1. Usage Information. As long as the Company is acting as the meter data management agent ( MDMA ), the Company shall read the meters of the CRES Provider s customers in accordance with the Company s meter reading cycles, which the Company intends to have posted to its website at http://www.aepohio.com. Within two (2) business days of the meter read date, the Company shall electronically transmit the usage information for the CRES Provider s customers to the CRES Provider in accordance with the terms of the EDI Agreement. 2.2. Charges for Competitive Retail Electric Services. Within three (3) business days of receiving usage information, the CRES Provider shall electronically transmit to the Company, in a bill-ready format, the charges for Competitive Retail Electric Services that are to be billed to the CRES Provider s customers by the Company. The Company agrees to present charges on the next bill generated for the customer if the charges are received within the three (3) day window, unless one or more of the following conditions apply: 1) usage sent was designated as final and the charges for the final usage was not provided within the three (3) day window for the final bill; 2) the relationship between the CRES Provider and the customer was terminated over 60 days before; 3) the company no longer presents a bill to the customer because of a change in CRES Provider and billing option. If none of these three exemptions apply, the Company will present the CRES Provider s charges on the next two consecutive scheduled billings after the relationship between the CRES Provider and the customer terminates. The CRES Provider agrees only to submit charges from the Company s approved SAC04 Charge List in accordance with the EDI Agreement. The Company will reject all charges sent which do not appear on the aforementioned Approved SAC04 Charge List as described in Section 2.3 of this addemdum. The Company has the approved charge list posted to its website at http://www.aep.com. 2.3. Notice of Rejections. Within two (2) business days of any date on which the CRES Provider electronically transmits bill-ready charges to the Company, the Company shall transmit to the CRES Provider, via an EDI transaction 824, notice of rejected charges showing, by Service Delivery Identifier ( SDI ), those CRES Provider charges that could not be posted to the specific customer s SDI for bill presentment and explaining why those charges could not be so posted by the Company. The CRES Provider shall correct or modify the charges and resubmit them to the Company and such charges will appear on the next Company consolidated bill presented to the customer. In the event any CRES Provider s charges are not included on a Company consolidated billing, for any reason, the only obligation the Company shall have is to include those charges on the next monthly bill unless one or more of the exempting conditions exist as described in Section 2.2 of this agreement. 2.4. Bill Messages. The CRES Provider understands and agrees that it will not send to the Company any CRES Provider marketing message of any type, including any CRES Provider logos, to present on any Company consolidated billing. The Company will take reasonable efforts to display any messages on the Company s consolidated billing pertaining to CRES Provider charges, or notices on shopping incentives supplied by the CRES Provider as a condition of their contract with the customer, and those messages which are required by regulatory or governmental agencies, The Company reserves the right to reject any bill message, which in its judgment is of an inappropriate or unlawful nature. If inclusion of one or more bill messages requires an additional billing page, based on the addition of such message, the CRES Provider may be required by the Company to submit payment to the Company for the incremental costs incurred to produce and deliver the bill to the customer. 3
2.5. Cost of Company Consolidated Billing. The CRES Provider shall not be charged any fee for the Company consolidated billing through the expiration date of this addendum. 2.6. Payments The Company shall forward the customer s payment to the CRES Provider s designated bank account in accordance with the EDI Agreement within three (3) business days of receipt of the payment from the billed customer. The Company will continue to bill for previous balances due the CRES Provider on the bill as long as the relationship between the CRES Provider and the customer exists, and for the two scheduled billing periods after the relationship terminates. If no payments are received from the customer after the Company has presented charges for these two scheduled billing periods, all unpaid balances, regardless of age, due the CRES Provider, will be electronically transmitted by the Company via an EDI 248 write off transaction to the CRES Provider in accordance with the EDI Agreement. No payments will be forwarded to the CRES Provider after the acknowledgement of the receipt of this transaction III. TERMINATION 3.1. Termination. In the event that the CRES Provider ceases to provide Competitive Retail Electric Services to Customer's in the Company's service territory or otherwise withdraws from the Ohio Choice market in accordance with the provisions of the EDU/CRES Provider Agreement, this Addendum shall immediately terminate. In addition, either party to this Company Consolidated Billing Addendum may terminate this Company Consolidated Billing Addendum at any time upon not less than 30-days' written notice to the other Party. From and after the Termination Date, the Company shall have no further obligation hereunder beyond presenting the CRES Provider s charges for services rendered and to collect and remit payments to the CRES Providers on charges presented to the customer prior to the termination of this addendum or the EDU- CRES Provider Agreement, for which the Company has not transmitted the EDI 248 write off transaction. IV. MISCELLANEOUS 4.1. Amendments, Waivers, Etc. No amendment or waiver of any provision of this Company Consolidated Billing Addendum, nor consent to any departure from such provision by either Party, shall in any event be effective unless the same be in writing and signed by the other Party hereto; such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. 4.2. Notices, Etc. All notices and other communications required or permitted hereunder shall, unless otherwise stated herein, be in writing and mailed or delivered, as to each Party hereto, at such Party's address specified below or at such other address as shall be designated by such Party in a written notice to the other Party. 4
(a) If to Company: By courier or telecopy: By Mail: Ohio Power Company, Ohio Power Company Ohio Choice Operations Ohio Choice Operations 700 Morrison Road 700 Morrison Road Gahanna, OH 43230 Gahanna, OH 43230 (b) If to CRES Provider: Notice Address (please complete): All such notices and communications shall be deemed to have been duly given when delivered to the addressees at the appropriate addresses specified above. 4.3. No Waiver; Remedies. No failure on the part of either Party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 4.4. Binding Effect. This Company Consolidated Billing Addendum shall be binding upon and inure to the benefit of Company and CRES Provider, and their respective successors and assigns, except that the CRES Provider may not assign its rights or obligations hereunder without the prior written consent of Company. 4.6. Execution in Counterparts. This Company Consolidated Billing Addendum may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 4.7. Separability Clause. Any provisions of this Company Consolidated Billing Addendum which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 4.8. Controlling Law. This Company Consolidated Billing Addendum shall be governed by and construed in accordance with the laws of the State of Ohio. 4.9. Except as otherwise specifically modified or supplemented by this Company Consolidated Billing Addendum, all terms and conditions, and the obligations and 5
responsibilities of the Parties, as set forth in the EDU/CRES Provider Agreement, shall remain in full force and effect. V. INDEMNIFICATION 5.1 Indemnification by CRES Provider. Without prejudice to any other rights which Company may have hereunder, and to the fullest extent permitted by law, the CRES Provider hereby agrees to indemnify and save harmless the Company from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonable attorneys fees and disbursements) incurred by the Company arising out of or in connection with this Company Consolidated Billing Addendum, except to the extent that a court of competent jurisdiction determines that the losses, expenses or damage were caused wholly or in part by any grossly negligent or willful act of omission of the Company. 5.2 The CRES Provider s obligation to defend, indemnify and hold harmless under this Addendum shall survive termination of the Addendum, and shall not be limited in any way and by any limitation on the amount or type of damages, compensation or benefits payable by and for the CRES Provider under any statutory scheme. IN WITNESS WHEREOF, the Parties have caused this Company Consolidated Billing Addendum to be executed by their respective officers hereto duly authorized, as of the date first above written. ( CRES PROVIDER ) By: Name: Title: OHIO POWER COMPANY (the Company ) By: Name: Karen L. Sloneker Title: Director, Customer Services & Marketing 6