NOTICE TO BIDDERS Request for Proposals for Electric Generation

NOTICE TO BIDDERS

Request for Proposals for Electric Generation Service and Government

Energy Aggregation Services for the Plumsted Community Energy

Aggregation Program

PLEASE TAKE NOTICE that the Plumsted Township Committee, the Lead

Agency for the Plumsted Community Energy Aggregation Program, has authorized

the formation of the Plumsted Community Energy Aggregation Program

(“PCEA”), and is requesting proposals from electric power suppliers duly licensed

by the New Jersey Board of Public Utilities. The Lead Agency is issuing a Request

for Proposals (“RFP”) in accordance with the “Government Energy Aggregation

Act of 2003” (P.L. 2003, c24); Local Public Contracts Law (N.J.S.A. 40A:11-1 et.

seq.); the “Local Unit Electronic Technology Pilot Program and Study Act” (P.L.

2001, c.30) and related E-Procurement Pilot Program administered by the New

Jersey Division of Local Government Services; the “The Electric Discount and

Energy Competition Act,” P.L. 1999, c. 23, (“EDECA”) and all applicable

regulations and standards promulgated thereunder, including in particular the

BPU’s government energy aggregation rules (N.J.A.C. 14:4-6).

The selected supplier will supply electricity to approximately 40 participating

municipal and business electric accounts, and will have the opportunity to supply

approximately 2,400 residential electric accounts, located within the geographic

boundaries of Plumsted Township, Ocean County, New Jersey. The selected

supplier will also be responsible for specific government energy aggregation

services as set forth in the RFP.

Questions and comments will be accepted through 5:00 p.m. on September 26,

2012. Qualifications documents are due at 5 p.m. on September 28, 2012. Bid

updates and any addenda will be posted on the PCEA bid webpage by no later than

October 1, 2012 at: www.gabelassociates.com/pcea-electricbid.html.

Bids will be due at 1:00 p.m. on October 10, 2012. If no award is made as a result

of October 10, 2012 bids, the Lead Agency may request refreshed pricing at a later

date to be announced to all qualified suppliers.

RFP packages may be obtained from Cadence Bowden at Gabel Associates, the

PCEA energy agent, by calling 732/296-0770 or via e-mail at

[email protected].

Bids should be forwarded via email to: [email protected] , or via

hand-delivery or express mail to: Plumsted Township Municipal Building, ATTN:

Municipal Clerk, 121 Evergreen Road, New Egypt, NJ 08533.

Bids received via email and hand-delivery or express mail will be opened at 1:00

p.m. at: Plumsted Township Municipal Building, 121 Evergreen Road, New Egypt,

NJ 08533.

http://www.gabelassociates.com/pcea-electricbid.html

mailto:[email protected]


REQUEST FOR PROPOSALS:

FOR THE PROVISION OF ELECTRIC GENERATION SERVICE

AND GOVERNMENT ENERGY AGGREGATION SERVICES

FOR THE

PLUMSTED COMMUNITY ENERGY AGGREGATION (PCEA)

PROGRAM

THE PLUMSTED TOWNSHIP COMMITTEE,

Lead Agency, PCEA

DATE OF ISSUANCE: September 12, 2012

QUESTIONS AND COMMENTS DUE: September 26, 2012, 5:00 p.m.

NOTICE OF INTENT TO BID DUE: September 28, 2012, 5:00 p.m.

QUALIFICATIONS DOCUMENTS DUE: September 28, 2012, 5:00 p.m.

BIDS DUE: October 10, 2012, 1:00 p.m.

Lead Agency’s Energy Agent: Gabel Associates, Inc. For questions relating to this RFP, send written inquiries via FAX or e-mail to: Cadence Bowden Gabel Associates, Inc 417 Denison Street Highland Park, New Jersey 08904 (732) 296-0799 (FAX) E-mail: [email protected]

PLUMSTED COMMUNITY ENERGY AGGREGATION REQUEST FOR PROPOSALS DATED SEPTEMBER 12, 2012

TABLE OF CONTENTS

RFB Section Page A. INTRODUCTION 1 B. PARTICIPATING ACCOUNTS AND ACCOUNT 5

INFORMATION C. RFP PROCESS 6 D. QUALIFICATION DOCUMENTS 9 E. FORM OF MASTER PERFORMANCE AGREEMENT 10 F. BILLING 11 G. BID GROUPS AND PRICING PRODUCTS 11 H. SELECTION AND AWARD PROCESS 13 I. EXECUTION OF MPA AND ENROLLMENT OF 16 PARTICIPATING ACCOUNTS J. GENERAL REQUIREMENTS OF ELECTRIC GENERATION 18 SERVICE AND GOVERNMENT ENERGY AGGREGATION SERVICES K. CLARIFICATION OR MODIFICATION OF RFP 18 L. PAYMENT OF ADMINISTRATIVE FEE AND

ENERGY AGENT FEE 19 Appendices APPENDIX A LIST OF ACCOUNTS AND LOAD DATA APPENDIX B FORM OF MASTER PERFORMANCE AGREEMENT APPENDIX C REQUIRED QUALIFICATION FORMS Form 1 Notice of Intent to Bid Form 2 Statement of Ownership Form 3 Non-Collusion Affidavit APPENDIX D TRANSMITTAL LETTER APPENDIX E PRICING FORM APPENDIX F MANDATORY EQUAL EMPLOYMENT OPPORTUNITY

LANGUAGE APPENDIX G MANDATORY AMERICANS WITH DISABILITY ACT

LANGUAGE

Plumsted Community Energy Aggregation Request for Proposals - Dated 9/12/12 © 2012 Gabel Associates, Inc. Page 1

A. INTRODUCTION

The Plumsted Township Committee, the governing body of the Township of Plumsted (“Township”), has

passed a resolution dated July 11, 2012 (Resolution No. 2012-205) authorizing the formation of a

Government Energy Aggregation in the Township of Plumsted, New Jersey , named the Plumsted

Community Energy Aggregation (“PCEA”) Program, pursuant to applicable State law (Government Energy

Aggregation Act of 2003 – P.L. 2003, c24) and New Jersey Board of Public Utilities (“BPU”) rules

(N.J.A.C. 14:4-6). The PCEA has been formed for the express purposes of obtaining power supply for

Township residents, Township municipal accounts and for businesses located in the Township, at a price

that is lower than the tariff price for power supply charged by the local electric utility, Jersey Central Power

and Light (“JCP&L”).

Pursuant to Resolution No. 2012-205 the Plumsted Township Committee will act as the Lead Agency of the

PCEA. Consistent with applicable rules, the Lead Agency will solicit proposals for electric generation

service and government energy aggregation services for municipal facilities, Township residents and

Township business that “opt-in” to the program, and may enter into a contract for the provision of electric

generation service and government energy aggregation services on behalf of residential and non-residential

customers within the boundaries of the Township. The Lead Agency will award a contract provided that the

bid price for each awarded bid group is below the prevailing price for electric generation service provided

by JCP&L, as set forth in the utility’s applicable Basic Generation Service (“BGS”) tariff, and provided

further that the lead Agency, in its' discretion, determines that bid price warrants the award of a contract

under this proposal. The evaluation and selection process is set forth in detail in Section H of this RFP.

The term of the electric generation service will be for a period of service of twelve (12) months, beginning

with the January 2013 meter read dates (“MRDs”) for each account and terminating with the January 2014

MRDs for each account.

As Lead Agency the Plumsted Township Committee is issuing this Request for Proposals (“RFP”), and will,

if a contract award is made, execute a Master Performance Agreement (“MPA”) with the selected supplier

that sets forth the rights and obligations of both the Lead Agency and the selected supplier in connection

with the PCEA Program. The term of the MPA will be from the date of execution through January 31,

2014.

The decision to award a contract is at the sole discretion of the Lead Agency. If in its discretion it elects to

make a contract award, the Lead Agency will make an award to the supplier that will provide the most

benefits to the PCEA participants, provided that the supplier meets the qualification requirements set forth in

this RFP and provided that the bid contract price for electric generation service for each awarded bid group

or sub-group is reasonably forecast and estimated by the Plumsted Township Committee to provide

sufficient savings to the participants over the term of the contract relative to the cost that would be incurred

by PCEA participants in each awarded bid group or sub-group if they were to remain on the applicable basic

generation service tariff over the contract term. The Lead Agency’s award of a contract to a selected

supplier will obligate the participants in the PCEA to purchase electricity from the selected supplier at the

terms and conditions stated in the MPA.

Gabel Associates, 417 Denison Street, Highland Park, NJ 08904 (732) 296-0770, has been retained by the

Plumsted Municipal Utilities Authority (“PMUA”) to serve as the PCEA Energy Consultant. Gabel Associates

and its subcontractor, Cooling America through Local Leadership (“CALL”) are administering the

implementation of this RFP process. Gabel Associates is an energy agent duly registered with the New Jersey


Board of Public Utilities (“BPU”) since 1999 (Energy Agent Registration No. EA-0021) and is also an approved

vendor under the New Jersey Department of Community Affairs - Division of Local Government Services e-

procurement pilot program for energy generation services. The energy agent fee to compensate the

Gabel/CALL team for its consulting services will be paid by the winning supplier, and shall be included in

suppliers’ bid price(s).

This procurement process is being conducted in accordance with the “Government Energy Aggregation Act

of 2003” (P.L. 2003, c24); Local Public Contracts Law (N.J.S.A. 40A:11-1 et. seq.); the “Local Unit

Electronic Technology Pilot Program and Study Act” (P.L. 2001, c.30) and related E-Procurement Pilot

Program administered by the New Jersey Division of Local Government Services; the “The Electric

Discount and Energy Competition Act,” P.L. 1999, c. 23, (“EDECA”) and all applicable regulations and

standards promulgated thereunder, including in particular the BPU’s government energy aggregation rules

(N.J.A.C. 14:4-6). Specifically, the Township is implementing the PCEA as an ‘Option 2’ government

energy aggregation, as that term is defined in N.J.A.C. 14:4-6.

As the Lead Agency of an Option 2 government energy aggregation program, the Plumsted Township

Committee has or will undertake a number of tasks (directly or through a designated agent such as the

Energy Consultant and/or the selected Supplier), including: advertise to alert businesses of opportunity to

‘opt-in;’ execution of EDC Agreement with JCP&L; distribution of opt-in forms to Township businesses;

collection and compilation of completed opt-in forms; completion of Letter(s) of Authorization for

municipal accounts to be included in the Program; collection of business and municipal account information

from JCP&L; preparation, release and administration of RFP; selection of winning bidder(s) and execution

of Master Performance Agreement on behalf of all Participating Customers; distribution of ‘opt-out’

notifications to all residential customers in the Township that are not currently under a TPS contract;

collection and compilation of completed ‘opt-out’ notice forms returned by residential customers; and

oversight of enrollment of Participating Customer accounts.

Pursuant to BPU rules and the Township resolution, the Lead Agency (the Plumsted Township Committee)

is authorized to issue an RFP and to award a contract(s) to one or more electric power suppliers on the

Participating Customer’s behalf provided that the winning bid will, in the discretion of the Lead Agency,

provide sufficient savings relative to the applicable utility tariff rates. Participating Customers of the PCEA

fall into three categories:

1. Residential electric accounts located within the geographic boundaries of the Township, that do not

currently have a third party supply contract and who do not ‘opt-out’ of the PCEA Program;

2. Municipal (Township and PMUA) electric accounts that have been included by the Township; and

3. Business electric accounts located within the geographic boundaries of the Township that have

executed and returned to the Township an ‘opt-in’ card.

Required steps under the BPU’s government energy aggregation rules that have been completed to date

include: the adoption of a Township Committee resolution authorizing the PCEA Program on 7/11/12; the

publication of a public notice concerning the opportunity for commercial customers to opt-in on 7/20/12; a

copy of the Township Committee resolution provided to JCP&L on7/27/12; Bid Documents including form

of master performance agreement/contract submitted to the BPU and Rate Counsel on 8/13/12; and

comments received from the BPU and Rate Counsel on 8/28/12.

Agreement has been reached between the Township and JCP&L on the language of the EDC Agreement,

and the agreement is awaiting execution.

At the time of release of this RFP, the PCEA Program includes thirty-one (31) Municipal accounts that the


Township and the PMUA have committed to the program; these accounts are referred to in this RFP as

Participating Municipal Accounts. There are thirteen (13) accounts for nine (9) private businesses in the

Township that have affirmatively ‘opted-in’ to the program as provided for in the BPU Rules; these

accounts are referred to in this RFP as Participating Business Accounts. Total aggregate annual usage for

these forty-four (44) municipal and business accounts is estimated at about 750,000 kilowatt-hours (“Kwh”),

based upon historical usage data obtained from JCP&L. These accounts are affirmatively committed to the

PCEA Program.

In addition, JCP&L has indicated that there are 2,435 residential electric accounts located within the

Township that are not currently served by a third party supplier (“TPS”). These 2,435 residential accounts

are being included in the PCEA Program, pursuant to BPU rules, on an ‘opt-out basis1, as described in more

detail below.

The list of Participating Municipal Accounts and Participating Business Accounts, including 20-digit

customer numbers, monthly energy usage, capacity and transmission obligations, which will comprise

Appendix A, will be provided to prospective bidders who have submitted a Notice of Intent to Bid (see

section C of this RFP). Any subsequent revisions to the list of Participating Municipal Accounts and

Participating Business Accounts for this RFP, will be identified via addenda to this RFP to be issued by no

later than close of business on October 1, 2012.

Pursuant to BPU Rules and the EDC Agreement, within 10 business days after the execution of the Master

Performance Agreement by the Township and the selected supplier(s) and notification to JCP&L of said

execution, JCP&L will provide the Township with the name, address and account number of each residential

customer located in the Township that is not already being served by a TPS. This information will be

immediately provided to the selected supplier(s). The selected supplier will be required to mail a written

notice to each such residential customer that includes information as required in N.J.A.C. 14:4-6.6(r),

including an opt-out response card. There follows a mandatory 30-day ‘opt-out’ period for residential

customers as required in the BPU Rules. The selected supplier will administer the receipt and logging of

returned ‘opt-out’ cards. All residential customers who do not submit an ‘opt-out’ card by the end of the 30-

day ‘opt-out’ period will be included in the PCEA, and will be considered Participating Residential

Accounts. At the end of the 30-day ‘opt-out’ period the selected supplier(s) will submit enrollment requests

to JCP&L for all Participating Residential Customers, Participating Municipal Accounts and Participating

Business Accounts for service commencing with the January 2013 meter read dates (“MRDs”) for all

accounts.

The customer-specific information provided to the selected supplier by the EDC and/or the Lead Agency

in connection with the PCEA, as provided for in this RFP and in the form of Master Performance

Agreement, shall be treated in a confidential manner, shall be used by the selected supplier for the sole

purpose of administering the PCEA program, and information for residential customers who opt-out of

the program or that remain in the program shall not be used by the supplier for any other purpose.

By virtue of applicable state law (Government Energy Aggregation Act of 2003 – P.L. 2003, c24) and BPU

rules (N.J.A.C. 14:4-6), and Resolution No. 2012-205 passed by the Plumsted Township Committee,

Plumsted Township has the legal authority to enter into a contract with the selected power supplier for the

provision of electric generation service on behalf of residential and business customers located within the

Township, as well as for its own municipal accounts. The terms and conditions for the provision of electric

1 Residential electric accounts that are current being served by a Third Party Supplier are not initially eligible for

inclusion in the PCEA Program.


generation service by the selected supplier(s) to all Participating Residential Accounts, Participating

Municipal Accounts and Participating Business Accounts are set forth in the Master Performance

Agreement (Attachment B of this RFP).

It is the intent of the Lead Agency that, other than a reduced price for power supply, the switch from the BGS

tariff to the third party supplier be as seamless as possible. Importantly, the Lead Agency intends that

participating customers receive a single bill from the utility for delivery service and electric generation service.

As such, the winning supplier(s) shall bill customers on a utility consolidated billing basis. Moreover for

those participating customers that currently have a budget billing arrangement with JCP&L, the Lead

Agency intends that participating customers be able continue these arrangements.

The Lead Agency is accepting All-In Fixed Price bids for a twelve (12) month term, for two bid groups: 1)

Participating Residential Accounts; and 2) Participating Municipal Accounts and Participating Business

Accounts. A single fixed bid price is being accepted for the Participating Residential Account bid group. Two

separate (unbundled) fixed bid prices are being accepted for the Participating Municipal Accounts and

Participating Business Accounts bid group: one for the general service (GS and GS3 tariff) accounts sub-

group and one for the lighting (OLS, MVW and SVW tariff) accounts sub-group.

The Lead Agency is requesting unbundled pricing for the two bid groups; however if it makes a contract award

the Lead Agency will only select a single supplier. An award will not be made unless the low bid price

submitted for the Participating Residential Accounts bid group by a vendor deemed qualified to provide the

requested services will, in the discretion of the Lead Agency, provide sufficient savings relative to the

applicable utility tariff rates. If the Lead Agency determines to make an award to a supplier for the

Participating Residential Accounts, it may also make an award for one or both of the Participating Municipal

Accounts and Participating Business Accounts bid sub-groups to that same supplier if, in the discretion of

the Lead Agency, the bid price(s) submitted by the supplier for the municipal and commercial account bid

sub-group(s) provides sufficient savings relative to the applicable utility tariff rates. The specific process

for evaluation of bids and award is set forth in more detail in Section H of this RFP.

The Lead Agency will make a contract award to only one supplier; it will not break-up the bid groups or sub-

groups for multiple awards.

Delivery of electric generation service procured as a result of this bid shall begin for each participating

account with the January 2013 meter read date (“MRD”) and shall extend for an initial term of twelve (12)

consecutive billing months (the “Initial Term”). Under the terms of the MPA Participating Municipal

Accounts and Participating Business Accounts will be committed to take electric generation service from the

selected supplier for the full 12-month term. Participating Residential Accounts will be permitted to opt-out

of the contract at any time, with a minimum of 30 days advance notice, consistent with the BPU Rules.

There is anticipated to be a certain amount of account turnover during the contract term due to residential

customers moving. When a residential customer moves out of an existing dwelling, the account is closed

out by the EDC and Electric Generation Service for that account will be closed out by the EDC. There will

be no penalty assessed on such resident that has moved. The new resident moving into a dwelling will have

a new account established by the EDC and not automatically be enrolled in the PCEA program by the EDC.

The winning supplier will, in consultation with the Lead Agency and/or its agent, be permitted to

periodically obtain from the EDC a list of new residential accounts in the Township not being served by a

TPS, for purposes of sending the PCEA program opt-out notice to such accounts to start the process for

potential enrollment of the new resident in the PCEA program, consistent with BPU Rules, for the

remaining term of the MPA, at the Contract Price for residential accounts.


Subsequent to bid award and during the term of the MPA, the Lead Agency may be approached by

additional business customers, or additional residential customers whose TPS contracts have expired, who

may wish to join on the PCEA Program. Such addition of accounts will be permitted subject to mutual

agreement; pricing for such additional residential accounts will be at the Contract Price. Pricing for

additional business accounts will be subject to the mutual agreement between the winning bidder and the

Lead Agency. Lead Agency will not agree to a price for such accounts that is higher than the applicable

BGS tariff price for such account(s).

B . PARTICIPATING ACCOUNTS AND ACCOUNT INFORMATION

Appendix A of this RFP will contain the list of the Participating Municipal Accounts and Participating Business

Accounts. Information in Appendix A includes customer name, account numbers (20-digit customer number

issued by JCP&L), twelve month usage history (when available) and assigned capacity and transmission

obligations. This usage information has been obtained by the PCEA’s energy agent directly from JCP&L. The

energy agent has made best efforts to identify and address any potential anomalies in the data provided by

JCP&L. However neither the Lead Agency nor the energy agent can verify the completeness or accuracy of the

data provided by JCP&L, nor can they be responsible for any losses resulting from reliance on the usage

information provided in Appendix A.

The MPA attached hereto set forth the terms and conditions for service to Municipal, Business and Residential

Accounts.

Appendix A is not attached in hardcopy form to this RFP. Rather, this information will be made available to

interested, licensed electric power suppliers (i.e. those licensed suppliers who have submitted a Notice of Intent

and are therefore placed on the Bid Distribution List).

Electronic versions of this bid package can be obtained by any licensed electric power supplier contacting

Cadence Bowden of Gabel Associates at [email protected].

Participating Business Accounts have executed ‘opt-in’ forms that, among other things, commit the customer to

the PCEA Program and authorize the PCEA to seek and obtain account usage information from JCP&L on their

behalf. The Lead Agency will provide copies of such executed opt-in forms to the selected supplier, upon

request, after award of the contract. In order to assist prospective bidders in their bid preparation, the energy

agent will provide on behalf of the Lead Agency a blanket authorization letter to licensed electric power

suppliers eligible to serve retail load in JCP&L service territory and that are on the Bid Distribution List. With

the blanket authorization letter prospective bidders are hereby authorized to seek account usage information for

Participating Municipal and Business Accounts directly from JCP&L, for the sole purpose of preparing a

response to this RFP.

As described above and as provided for in the BPU Rules, the list of specific residential accounts located in

Plumsted Township that are eligible2 for the PCEA Program, including name , address and account number, will

be provided to the winning supplier by JCP&L within 10 days of the execution of the MPA. JCP&L has

2 Eligible residential accounts consist of all residential accounts for dwellings located in Plumsted Township that are

not currently being served by a TPS.


indicated to the Lead Agency that the total universe of eligible residential accounts (i.e. those not currently

served by a TPS) in Plumsted Township consumes about 27 million Kwh annually.

Suppliers shall treat all customer information provided to them in connection with this RFP as confidential.

Such information shall be used by Suppliers for the sole purpose of preparing a proposal in response to this RFP

and, if Supplier is awarded a contract, to implement the government aggregation program.

C. RFP PROCESS

This bid is being conducted via a two-stage process. During Phase 1, prospective bidders are required to submit

a (non-binding) Notice of Intent to Bid, to complete and submit certain qualifications documents and legal forms

as specified in Section D of this RFP, and are also provided the opportunity to ask questions regarding these bid

specifications and the form of MPA, as set forth below.

PHASE 1 – QUALIFICATION STAGE, QUESTIONS AND ADDENDUM:

Stage 1a:

Form 1 in Appendix C of this RFP provides a form Notice of Intent to Bid (“NOI”). A completed NOI is a

required qualification document. All BPU-licensed suppliers who submit a Notice of Intent to Bid will be put on

the Bid Distribution List. The NOI is non-binding; in other words, while a completed NOI is required in order to

be eligible to bid, the submission of a NOI does not impose a requirement on the part of a supplier to submit a

bid. However, in order to be eligible to bid interested suppliers must submit a completed NOI by no later than

5:00 p.m. on September 28, 2012 (i.e. the deadline for submission of the balance of qualifications documents as

set forth under Stage 1b below). Moreover, interested suppliers are encouraged to submit a completed NOI as

soon as possible in order to be placed on the Bid Distribution List. The NOI may be submitted as follows:

Email: [email protected];

FAX: (732) 296-0799 attn: Cadence Bowden; or

Mail: Gabel Associates, c/o Cadence Bowden, 417 Denison St., Highland Park, NJ 08904

Stage 1b:

Required documents and legal forms, otherwise referred to as Qualification Documents, are described in Section

D of this RFP, and are provided in Appendix C of this RFP. All suppliers wishing to become qualified to bid

must complete and submit all of the required documents and legal forms. The deadline for submission of these

documents is 5:00 p.m. on September 28, 2012. Email transmission by the appointed deadline will be

acceptable. However, hardcopy originals of all qualifications documents must be received by the energy agent

within two (2) business days of the above deadline.

The Lead Agency and energy agent will review qualification document submissions and provide notification by

October 2, 2012 of any deficiencies. Prospective bidders will be given the opportunity to cure any identified

deficiencies. The final deadline for submission of cured documentation is 5:00 p.m. on October 4, 2012.

All suppliers who have submitted Stage 1 qualification documents will be notified by no later than close of

business October 8, 2012 whether they are deemed to be a Qualified Bidder and will be eligible to submit Stage

2 price bids.



The qualification documents may be submitted as follows:




Stage 1c:

The Lead Agency will accept written questions and comments concerning these specifications, including the

Master Performance Agreement. There will be an open period for questions, which will conclude at 5:00 p.m.

on September 26, 2012. Written questions may be submitted as follows:




The Lead Agency, through the energy agent, will answer all questions submitted in writing within a reasonable

period of time. Responses will be distributed to all suppliers on the Bid Distribution List via email and FAX, as

will any addenda issued by the Lead Agency which modify the bid specifications. Addenda will also be posted

by no later than close of business on October 1, 2012 on the PCEA bid webpage at:

www.gabelassociates.com/pcea-electricbid.html.

PHASE 2 - SUBMISSION OF BID PRICES

In Phase 2 the Lead Agency will accept bid prices. Bid prices must be submitted on the Bid Price Form

(standard form in Appendix E of this RFP) and must be accompanied by a Bid Transmittal Letter (standard form

in Appendix D of this RFP, subject to any addenda that may be issued). The deadline for bid submission is

1:00 p.m. prevailing time on October 10, 2012. Bids may be submitted electronically, or via express mail or

hand delivery, as described below. Bids received after the 1:00 p.m. deadline on bid day will be returned

unopened.

Bid prices must include the cost to the supplier of the Administrative Fee and the Energy Agent Fee. The

Administrative Fee consists of reimburseable out-of-pocket PCEA Program expenses incurred by the Lead

Agency, and recoverable pursuant to N.J.A.C. 14:4-6.8(d), in the amount of $12,000, payable to the Lead

Agency in a lump-sum within 30 days of the execution of the MPA in accordance with the terms of the

MPA. The Energy Agent Fee of $0.00175/kwh will be payable directly to Gabel Associates on a monthly

or quarterly basis in accordance with the terms of an agent agreement to be executed between the winning

supplier and Gabel Associates.

Bid prices must also include 7% State Sales and Use Tax.

The Plumsted Township Committee has scheduled a special meeting for 7:00 p.m. on October 10, 2012, at

which time it will vote on the award of a contract to the selected PCEA supplier. Bid prices must be held firm

until at least 11:00 a.m. on October 11, 2012. In the event, based upon the bids received, the Lead Agency

determines to make a contract award, the energy agent will notify the winning bidder(s), and the Lead Agency

will issue an Award Letter to winning bidder(s) via e-mail and facsimile, by no later than 11:00 a.m. on October





11, 2012. An Award Letter issued by the Lead Agency will be: a) a binding commitment on the part of the

Plumsted Township Committee to execute the MPA with the selected supplier(s); and b) a binding commitment

to purchase electric generation service on the part of all Participating Municipal and Business Accounts. The

Award Letter will also represent the award of the right to serve all Participating Residential Accounts in the

PCEA Program that do not ‘opt-out’ of the program.

If no award is made as a result of the bids submitted on October 10, 2012, the energy agent will notify all

qualified suppliers of the next date that it will be accepting bids. The deadline for bid submission of refreshed

bids will be 1:00 p.m. prevailing time on the designated bid day(s).

As indicated above, bidders may submit Stage 2 price bids either electronically or in hardcopy. Bids must be

submitted on the Bid Price Forms set forth in Appendix F, and must be accompanied by a completed Transmittal

Letter (Appendix D) executed by a person duly authorized to legally bind the Bidder (the "Authorized

Representative").

For email bids, bidders must email the completed Bid Price Form (an MS Excel document) and a PDF

version (.pdf) of the completed Transmittal Letter. The completed Bid Price Form and Transmittal Letter

should be forwarded via email to: [email protected].

Prospective bidders with concerns about their ability to deliver their bid by email should coordinate with the

energy agent to send a test email BEFORE the date bids are received. Gabel Associates’ Program

Coordinator will send a “confirmation of receipt” email shortly after the deadline for delivery. If you do not

receive a confirmation email, and you have submitted a bid, it is your responsibility to contact the energy

agent to determine the status of your submission.

Hardcopy bids must be hand-delivered or delivered via express mail to the following address:

Plumsted Township Municipal Building, ATTN: Municipal Clerk, 121 Evergreen Road, New

Egypt, NJ 08533

Bids received will not be opened until 1:00 p.m., Prevailing Time, on bid day. There will be a public opening of

the bids at the following location:

Plumsted Township Municipal Building, 121 Evergreen Road, New Egypt, NJ 08533

The costs and expenses associated with the preparation of a Bid will be at the sole cost and expense of the Bidder.

In no event will a Bidder have a claim against the Lead Agency, the energy agent or the PCEA-participating

customers for reimbursement of any such costs or expenses.



D. QUALIFICATION DOCUMENTS

i. Pre-Bid Submittals

The following documents must be submitted by a licensed electric power supplier by no later than 5:00 p.m.

prevailing time on September 28, 2012 in order to be eligible to bid3. There will be a period for review by the

Lead Agency and cure by suppliers, as described in Section C of this RFP.

Standard forms for documents that must be utilized, as set forth below, are provided in Appendix C of this RFP.

a. Notice of Intent to Bid (Appendix C Form 1)

b. Copy of New Jersey Business Registration Certificate

c. Copy of New Jersey Board of Public Utilities-Issued Electric Power Supplier License

d. Statement of Ownership Form (Appendix C Form 2) – must be notorized

e. Non-Collusion Affidavit (Appendix C Form 3) – must be notorized

f. One of the following three documents as forms of evidence of compliance with affirmative

action requirements:

(i) A photocopy of a valid letter that the contractor is operating under an

existing Federally approved or sanctioned affirmative action program (good for

one year from the date of the letter);

OR

(ii) A photocopy of a Certificate of Employee Information Report approval,

issued in accordance with N.J.A.C. 17:27-4;

OR

(iii) A photocopy of an Employee Information Report (Form AA302) completed

by the winning Supplier in accordance with N.J.A.C. 17:27-4.

g. Description of Prior, Relevant Experience on Project of Same or Larger Size and Scope, and

Demonstration of Capabilities to Perform Requested Services, including:

i. General Overview of Industry Experience, including years as retail electric power

supplier; states in which the firm offers retail electric power supply; number of

customers and amount of load served; and trading desk capabilities;

ii. Description of Industry Experience specifically related to providing retail electric

power supply to residential customers, including number of customers and

amount of load served; and identifying in which states residential retail service is

provided;

3 Prospective bidders may submit qualifications documents prior to the deadline set forth above. Prospective bidders

are encouraged to submit the non-binding Notice of Intent to Bid as soon as possible in order that the Administrator

obtains all pertinent contact information and places supplier on the Bid Distribution List as soon as possible.


iii. Description of experience of firm specific to Government Energy Aggregation

(“GEA”), including number of such GEA programs for which the firm is or has

been the retail supplier and states in which GEA services have been provided

iv. Provide references (municipal or county government preferred) for three retail

power supply projects that are similar in scope, and equal or larger to in size,

relative to the PCEA Program, including:

a. Reference Name, Title, Affiliation, address, phone number and email address

b. Identification of program name

c. Date(s) of Service

d. Approximate Number of Customers Served

v. Description of back-office capabilities and experience to provide requested

services, including:

a. production of opt-out notice forms

b. distribution of opt-out notice forms

c. receipt, processing and logging of opt-out notice forms

d. timely enrollment of participating customers

e. receive and answer customer inquiries, billing or service complaints via

telephone

f. issue timely invoice and interact with utility for consolidated billing

vi. Discussion of any other capabilities, or insights into the logistical details of the

implementation of Government Energy Aggregation programs not addressed in i

through v. above, that demonstrate the firm’s experience, expertise and

understanding of GEA and that the firm believes demonstrate its qualifications for

the services being requested

If Bidder believes that any of the information being provided in response to item (f) above is

proprietary in nature and that, if released to the public, may result in a compromise of

intellectual property or similar hardship, it may stamp such information ‘Confidential.’ The

Lead Agency will withhold such information from disclosure, unless and until such time a

request has been made for the release of such information and such request has been fully

adjudicated.

E. FORM OF MASTER PERFORMANCE AGREEMENT

The form of Master Performance Agreement (“MPA”) is set forth in Appendix B.

The Master Performance Agreement sets forth rights and responsibilities of the selected Supplier and the Lead

Agency in connection with the PCEA Program, and also sets forth the terms and conditions for the provision of

electric generation service by the winning bidder(s) to each customer in the PCEA Program. The MPA will be

executed between the Lead Agency (Plumsted Township Committee) and the winning supplier.

As described more fully in Section C of this RFP, during Phase I the Lead Agency will accept comments and

questions concerning the form of MPA set forth in Appendix B. The Lead Agency will answer all questions to

clarify the intent of the MPA and, if it determines to make amendments to the MPA as a result of questions and

comments received, it will issue an addendum to document such changes.


The final Master Performance Agreement (the form of contract in Appendix B and any amendments thereto

issued via addendum) will be the form of contract executed between the Lead Agency and the winning

supplier(s).

Under New Jersey law, bids that include "material exceptions" to the Agreement will be deemed unresponsive.

There shall be no negotiation of terms and conditions subsequent to the submission of bids. The Lead Agency

reserves the right to reject bids that are contingent upon modifications to the final MPA.

F. BILLING

Billing shall be on a monthly basis, consistent with terms set forth in the MPA. Suppliers are to provide billing

to PCEA-participating customers on a consolidated billing basis. Payment terms will be in accordance with

JCP&L’s practices. If the winning supplier is notified by JCP&L upon initial enrollment of an account that the

account is not eligible for consolidated billing due to a credit hold late payment history, the supplier is not

required to continue with enrollment. If the winning supplier is notified by JCP&L during the contract term that

an enrolled account has become ineligible for consolidated billing due to a credit hold late payment history, the

supplier may drop the account and return it to the JCP&L Basic Generation Service tariff.

For customers that currently have a ‘levelized’ or budget billing arrangement with JCP&L for their bundled

delivery service and basic generation service, the selected PCEA program supplier must offer a similar

arrangement with the customer that provides for levelized monthly payments for electric generation service.

G. BID GROUPS AND PRICING PRODUCTS

Bid Groups:

The bid is being broken down into two separate bid groups, for purposes of accepting bid prices. Bid Group 1

will consist of all Participating Residential Accounts. Bid Group 2 will consist of all Participating Municipal

Accounts and all Participating Business Accounts.

As described above, JCP&L has reported that there are 2,435 residential electric accounts served within the

geographic boundaries of Plumsted Township that are not currently served by a TPS, and therefore that are

eligible to participate in the PCEA program. The breakdown of these residential accounts by rate class, as

provided by JCP&L, is as follows: 2,359 customers in the RS tariff class, 72 customers in the RT tariff class and

4 customers in the RGT tariff class. The Lead Agency will accept a single bid price for all residential accounts

in this bid group. The actual total number of Participating Residential Customers that will be enrolled by the

selected supplier will determined by: 1) the number of such eligible residential customers that decide to ‘opt-out’

of the program within the initial 30-day opt-out period; and 2) the number of eligible residential customers that

are rejected for consolidated billing by JCP&L based upon credit or payment problems.

The following is the breakdown of eligible Residential Accounts for Bid Group 1 as provided by the EDC:


Bid Group Description Tariff Class #

Accounts

Annual

Usage

(Kwh)

Bid Group

1 Residential

RS 2,359 26,376,983

RT 72 1,156,433

RGT 4 80,791

Again, the actual number of Participating Residential Accounts will be dependent upon the number of opt-outs

and the number of accounts rejected by the EDC for consolidated billing. The Lead Agency is soliciting a single

bid price for all eligible residential accounts (RS, RT and RSG tariff classes) in Bid Group 1.

The number of municipal and business accounts that will be participants in the PCEA Program is more

definitive, based upon the number of accounts which the Township of Plumsted and the PMUA have decided to

include in the Program and the number of businesses that have affirmatively decided to ‘opt-in’ to the Program.

Following is a summary of the number of Participating Municipal Accounts and Participating Business

Accounts included in this bid, and the estimated annual usage for those accounts based upon historical usage

data obtained from JCP&L by the Township’s energy agent.

Bid Group Description Tariff Class #

Accounts

Annual

Usage

(Kwh)

Bid Group

2

Municipal

& Business

GS/GS3 35 582,398

OLS/MVW/SVW 9 165,102

The Lead Agency is seeking unbundled bid prices for the two bid groups, as follows: 1) a single bid price for all

Participating Residential Accounts (RS, RT and RGT tariff classes); and 2) two separate, unbundled bid prices

for Participating Municipal and Business Accounts; one bid price for general service (GS and GS3) accounts and

a separate bid price for lighting (OLS, MVW and SVW tariff classes) accounts. Although the Lead Agency is

requesting unbundled pricing for the two bid groups, if it makes a contract award the Lead Agency will only

select a single supplier, as described further in Section H of this RFP.

Pricing Products:

The Lead Agency is requesting pricing on an ‘All-In, Fixed Price” basis, for a contract term commencing with

the January 2013 MRD and expiring with the January 2014 MRD. The All-In, Fixed Price is defined as cents

per kilowatt-hour for load-following energy supply, capacity, transmission, ancillary services, Line Losses,

Renewable Portfolio Standards (“RPS”) compliance costs, Administrative Fee and Energy Agent Fee, supplier

margin, and any other applicable taxes. The Fixed Price must include all costs necessary to provide Full

Requirements service to Participating Members’ accounts on a per kilowatt-hour basis as applied to metered

usage. For each Billing Period during the Contract Term, Supplier shall bill the customer for all kilowatt-hours

used by the customer during the Billing Period at the Fixed Price. Bid Prices must include the 7% New Jersey

Sales and Use Tax.

Bid Prices shall be exclusive of distribution charges and other charges imposed by JCP&L.

The MPA provides the opportunity for negotiation of adjustments to the Contract Price for Participating


Municipal Accounts and Participating Business Accounts for certain changes in law or regulation, including

changes in PJM transmission rates for the JCP&L zone or related surcharges such as PJM Reliability Must Run

charges or PJM Transmission Charges. Bid prices shall reflect those PJM transmission rates in effect on the date

of bid submission. Transmission rate changes that become effective on or after the Effective Date of the MPA

shall qualify for a rate adjustment pursuant to the MPA. This provision does not apply to Participating

Residential Accounts.

PJM capacity prices are established via auction up to three years in advance; therefore there will be no contract

price adjustments permitted during the contract term for capacity prices.

It should be noted that although the usage data for participating accounts collected as part of this bid process are

historic load requirements at the facilities' meters and are based upon the best information provided by JCP&L,

this information is being furnished for informational purposes only, and may not be the actual Full Requirements

Service to be used by the participating accounts during the term of the Agreement.

The Agreement will not be on a "take-or-pay" basis. Since it is impossible to determine the precise quantities of

Full Requirements Service that will be needed during the term of the Agreement, the Supplier shall be obligated

to furnish all of the participating accounts’ requirements during the term of the Agreement. Each participating

account shall purchase Full Requirements Service equal to its full requirements for its accounts under contract

from the Supplier at the Contract Price. Pursuant to the MPA, Supplier may only seek adjustment in the contract

price for Participating Municipal Accounts and Participating Business Accounts for certain defined changes in

law or regulation.

Pricing Forms

Appendix F contains the pricing forms for the PCEA bid groups4.

H. SELECTION AND AWARD PROCESS

The Plumsted Township Committee is Lead Agency of the PCEA Program, and is authorized by virtue of its

Resolution No. 2012-205 adopted on July 11, 2012 to award a contract(s) for electric generation service on

behalf of each Participating Municipal and Business Account, as well as each Participating Residential Account.

The energy agent will analyze the bids, and will make a recommendation to the Lead Agency with respect to

whether to make a contract award(s). The Lead Agency may make an award and, if so will select the supplier

that provides the most aggregate benefit for the Participating Members, provided that the bid prices for the

Participating Residential Accounts and for the Participating Municipal and Business Accounts are lower than the

applicable JCP&L BGS tariff price and make it feasible to award a contract to a third party supplier in the

discretion of the Lead Agency.

Specifically, if the bid prices for lowest responsive and responsible bidder for the Participating Residential

Accounts are not lower than the applicable JCP&L BGS tariff prices for Participating Residential Accounts, or

the amount of savings for residential customers (i.e. the magnitude of the discount offered by the bid price

relative to the BGS-FP tariff price) do not warrant the implementation of the program in the discretion of the

Lead Agency, no award will be made. Otherwise, a contract will be awarded to the lowest responsive and

4 Bid Price Forms will be distributed to Qualified Bidders in electronic format prior to the bid due date.


responsible bidder, determined as follows.

Step 1:

Lead Agency determines which, if any, of the suppliers that submitted Stage 1 qualfications information are

qualified to provide the requested services, and ranks those suppliers deemed qualified based upon their overall

qualifications.

Step 2:

If there is one or more bid(s) submitted for the Participating Residential Accounts bid group by a supplier(s)

deemed in Step 1 to be qualified to perform the requested services, that is below the applicable BGS-FP tariff

rate, these bids will be ranked in order of savings, as follows:

Bidder 1 Savings = (BGS Tariff Price -Bid Price) x (Residential Bid Group Annual Usage in Kwh);

Bidder 2 Savings = (BGS Tariff Price -Bid Price) x (Residential Bid Group Annual Usage in Kwh);

etc.

Step 3:

If the Lead Agency determines based upon Step 2 calculations that one or more bids produce sufficient savings

to residential customers to warrant the implementation of the program, an award will be made to one of those

suppliers. All other bidders whose bids are determined to not provide sufficient savings for residential customers

will be eliminated from further consideration. If none of the bids assessed in Step 2 is determined by the

Lead Agency to produce sufficient savings to residential customers to warrant the implementation of the

program, then the Lead Agency will not proceed to Step 4, and no award will be made.

Step 4:

For those bidders determined in Step 3 to have submitted a bid price for residential accounts that produces

sufficient savings to residential customers to warrant the implementation of the program, the Lead Agency will

calculate the additional savings, if any, associated with those suppliers’ bids for Bid Group 2 (the two municipal

and commercial account sub-groups in the Participating Municipal Accounts and Participating Business

Accounts bid group), as follows:

General Service accounts sub-group Savings = (General Service sub-group BGS Tariff Price - General Service

sub-group Bid Price) x (General Service sub-group Annual Usage in Kwh);

Lighting accounts sub-group Savings = (Lighting sub-group BGS Tariff Price - Lighting sub-group Bid Price) x

(Lighting sub-group Annual Usage in Kwh); and

where, in no event will credited savings for either of these sub-groups be less than zero because if the bid price is

greater than or equal to the applicable BGS Tariff Price no award would be made for the sub-group.

Based upon the calculations above the Lead Agency will determine if one or more of the bids submitted for

General Service accounts sub-group and/or the Lighting accounts sub-group produces sufficient savings relative

to the applicable BGS Tariff Price to warrant inclusion of the accounts for the respective sub-groups in the

program. If none of the bids assessed in this Step 4 is determined by the Lead Agency to produce sufficient

savings to the General Service account sub-group relative to the applicable BGS Tariff Price, then no

award will be made for this sub-group. If none of the bids assessed in this Step 4 is determined by the

Lead Agency to produce sufficient savings to the Lighting account sub-group relative to the applicable

BGS Tariff Price, then no award will be made for this sub-group.


Step 5:

Based upon: a) the qualification ranking in Step 1; 2) the total savings for Participating Residential Accounts

determined in Step 3; and 3) the additional savings, if any, offered by bids for the municipal and business

account sub-groups, the Lead Agency will determine:

1) which supplier provides the most overall benefit for the Township and its constituents; and

2) for the supplier whose bid is determined to provide the most overall benefit, whether the Lead Agency

will award a contract to that supplier for:

a. only the Participating Residential Account Bid Group;

b. the Participating Residential Account Bid Group plus the General Service sub-group;

c. the Participating Residential Account Bid Group plus the General Service sub-group; or

d. the Participating Residential Account Bid Group plus the General Service sub-group plus the

Lighting Account sub-group.

The Lead Agency will make a contract award to only one supplier; it will not break-up the bid groups or sub-

groups for multiple awards.

BGS Tariff Price:

All accounts included in this bid are eligible for and take electric generation service from the EDC under a Basic

Generation Service – Fixed Price (BGS-FP) tariff. For purposes of the analysis described above, the BGS Tariff

Price benchmark for each Bid Group and bid sub-group will be determined in the following manner:

Residential Accounts:

The BGS Tariff Price equals the weighted average BGS-FP Tariff Price for the 12-month contract period for each

residential tariff class (RS, RT and RGT), which is calculated by applying individual price components of Basic

Generation Service for the applicable tariff (inclusive of energy, generation capacity, ancillary services and

related cost as well as Transmission Charges and all applicable Transmission surcharges) to the applicable billing

determinants for each tariff class as broken down by season, energy block and time-of-use for each applicable

tariff class, where applicable and consistent with the breakdown of Basic Generation Service charges.

Municipal and Business Accounts:

The BGS Tariff Price equals the weighted average BGS-FP Tariff Price for the 12-month contract period for each

tariff class, which is calculated by applying individual price components of Basic Generation Service for the

applicable tariff (inclusive of energy, generation capacity, ancillary services and related cost as well as

Transmission Charges and all applicable Transmission surcharges) to the applicable billing determinants for each

tariff class as broken down by season, energy block and time-of-use for each applicable tariff class, where

applicable and consistent with the breakdown of Basic Generation Service charges.

Timing of Contract Award

The Plumsted Township Committee will convene a special meeting on the evening of October 10, 2012, and the

Lead Agency shall award a contract(s) or reject bids on or before 11:00 a.m. the following morning, October 11,

2012. Bidders shall hold their bid prices firm until at least 11:00 a.m. on October 11, 2012. If the Lead Agency

determines to make an award on behalf of Participating Members, it will issue a Notice of Award letter to the

winning bidder(s) signed by an authorized representative of the Plumsted Township Committee.


If the Lead Agency determines, based upon the bids received on October 10, 2012, that none of the bids is in the

best interests of the Participating Members, bids for such bid groups will be rejected and no contract award will

be made. In such event the Lead Agency may accept refreshed bids on a date to-be-announced, and all Stage 1-

qualified suppliers will receive notice thereof. Refreshed prices must be received by 1:00 p.m. on the announced

bid refresh date, and must be held firm until at least 11:00 a.m. the following morning.

I. EXECUTION OF MPA AND ENROLLMENT OF PARTICIPATING ACCOUNTS

Execution of Master Performance Agreement: The Lead Agency will execute three original copies of the

final form of Master Performance Agreement (“MPA”)5 by close of business on October 11, 2011. Supplier

is encouraged to make arrangements to counter-sign the Agreement in-person. If not, original signed copies

will be express mailed to the selected supplier and electronic versions will be emailed to the selected

supplier. The selected supplier shall counter-sign in-person at the Lead Agency’s offices, or return email the

counter-signed copy of the MPA, by no later than 2:00 p.m. on October 12, 2012. The Lead Agency will

send notice to JCP&L of the identity of the selected supplier, in written, email and FAX form, before close

of business on October 12, 2012.

Develop and Finalize Opt-Out Notice

The Lead Agency will work with the selected supplier during the week of October 15 to utilize the form of

‘opt-out’ notice posted by the BPU on its website and customize it to the particulars of the PCEA Program.

The opt-out notice form will include the logo of both the Township and the selected supplier, and will also

include the following:

Brief overview of PCEA Program

Price for power and estimated % savings vs. JCP&L BGS tariff

Contract start date and Term of the contract

Statement that customer has the right to opt-out within the 30-day opt-out period and the deadline

for doing so

Summary of rights and responsibilities under the MPA, including

o Right to opt-out at any time

o No exit fees

o Obligation to make payments of utility bill on time

Instructions on how to opt-out

Contact name, phone number and email address for inquiries

The selected supplier will be responsible during the week of October 22 to prepare for the dissemination of

opt-out notice forms, including reproduction of forms.

5 The final form of MPA will be the form of MPA attached to these bid specifications, subject to any Addenda and

resultant MPA amendments that may be issued during the bid process – see Section K of this RFP for more details on

the addenda process.


Opt-Out Notice, Opt-Out Administration, and Enrollment of Participating Accounts

Pursuant to BPU Rules, within 10 days after the postmark on the notice to JCP&L of the identity of the

selected supplier, the utility shall provide the Lead Agency with the name, address and account number for

each residential customer located in the Township that is not already being served by a TPS (this shall be

referred to as the “Eligible Residential Customer List”). As such, the Lead Agency expects to receive the

customer-specific residential account information, in electronic format, by close of business on October 26,

2012. This file will be immediately provided to the selected supplier.

By no later than October 31, 2012 the selected supplier shall have completed the mailing of opt-out notice

forms to all residential customers on the Eligible Residential Customer List provided by JCP&L, such that

all opt-out notice forms are post-marked by no later than October 31, 2012.

The selected supplier will be required to have capabilities to field and answer questions regarding the opt-

out notice forms via a toll-free telephone line, which will be listed on the notice. The Township will also

provide a telephone number to field and answer questions. The selected supplier will provide a physical

address where opt-out notice forms can be returned. The selected supplier shall accept, maintain and create

an electronic log of all returned opt-out notice forms.

The initial 30-day opt-out period shall conclude on Saturday, December 1, 2012. Any opt-out notice that is

post-marked after December 1, 2012 will be considered out-of-time and will not be considered valid. On

Monday, December 3, 2012 the selected supplier shall provide the electronic file of residential customers

who have opted out of the PCEA Program to the Lead Agency, and shall begin submitting electronic

enrollment requests to JCP&L for all remaining residential customers (i.e. those that have not opted-out,

otherwise referred to as Participating Residential Accounts), for service commencing with the January 2013

meter read date for each account.

The selected supplier may commence enrollment of Participating Municipal Accounts and Participating

Business Accounts, for service beginning with the January 2013 meter read date for each account, at any

time after the execution of the MPA.

Provided that it takes all necessary enrollment steps in a timely manner (i.e. submit all enrollment requests by no

later than December 5), Supplier shall not be responsible for errors or omissions of the utility that result in a delay

of enrollment of individual accounts. In the event that any of the account enrollments are rejected by the EDC,

Supplier shall bring these rejections to the attention of the Lead Agency or its energy agent and shall work with

the Lead Agency or its energy agent to resolve in as timely a manner as possible.

Upon notification, the selected supplier is required to enroll into the PCEA Program, at the same contract price

and terms and conditions, any existing residential customer who moves to a new location within the Township.

The selected supplier may enroll a new residential customer that moves into a residence with a meter that was

enrolled in the PCEA Program under the previous homeowner/resident. The new resident shall receive the same

contract price and terms and conditions of service as the original resident, including the right to opt-out at any

time upon 30 days’ notice, with no exit fee.

The selected supplier shall, upon notification, offer the PCEA contract price and terms and conditions to

residential accounts moving into new construction in the Township during the contract term.

The selected supplier shall, upon notification, offer the PCEA contract price and terms and conditions to

residential accounts that were previously on TPS contracts that have since expired.


The selected supplier will ‘drop’ all participating customers and return them to JCP&L effective at the end of the

electric generation service term (i.e. January 2014 MRD), unless the selected supplier is awarded a new contract

to continue the provision of electric generation service to PCEA Participants after the January 2014 meter read

date.

J. GENERAL REQUIREMENTS OF ELECTRIC GENERATION SERVICE AND GOVERNMENT

ENERGY AGGREGATION SERVICES

The terms and conditions of service for Participating Residential Accounts, Participating Municipal Accounts and

Participating Business Accounts will be set forth in the MPA executed between the Lead Agency and the selected

supplier.

All quantities of Full Requirements Service for the Participating Customers’ under the Master Performance

Agreement shall be considered Firm and guaranteed for delivery by the Supplier to the Delivery Point(s) as

defined in the Master Performance Agreement. The Supplier shall be liable for any and all fines, charges,

penalties and other expenses assessed by the EDC to any Participating Customer for the failure of Supplier to

provide Full Requirements Service pursuant to the Agreement.

Supplier must have capability to provide customer care and government energy aggregation services as set forth

in the MPA, for the scope of accounts and customers included in this bid.

The Supplier will be expected to comply with the mandatory Equal Employment Opportunity Language and

Americans with Disabilities Act language set forth in Appendix F and G, respectively, of this RFP.

K. CLARIFICATION OR MODIFICATION OF REQUEST FOR PROPOSALS

As described in Section C of this RFP, Suppliers may submit questions or comments with respect to these bid

specifications, including the form of Master Performance Agreement. All such questions or comments shall be

submitted via email to [email protected] and [email protected], and

must be submitted by no later than 5:00 p.m. on September 26, 2012 but submission of questions earlier than

that deadline are encouraged to afford additional time for preparation, distribution and review of responses. All

questions, comments and responses thereto will be provided to all persons on the Bid Distribution List. The

Lead Agency does reserve the right to supplement or modify this RFP by issuing one or more addenda in

accordance with the Local Public Contract Law. Addenda will be numbered consecutively and will be

distributed via email and FAX to all suppliers on the Bid Distribution List. Addenda to the specifications and

bidding documents, as well as any updates, will be posted on PCEA bid webpage on the Gabel Associates

website at: www.gabelassociates.com/pcea-electricbid.html webpage when, and all such addenda will be posted

by no later than close of business on October 1, 2012. Prospective bidders are encouraged to visit the bid

webpage regularly for any updates and/or addenda.

Each Bidder is required to acknowledge receipt of all addenda at the time of submission of its Bid by submitting

an executed Transmittal Letter. All responses to this RFP shall be prepared with full consideration of the

addenda issued.




L. PAYMENT OF ADMINISTRATIVE FEE AND ENERY AGENT FEE

As indicated in Section C of this RFP, Bid Prices must include the cost to reimburse the Lead Agency for its out-

of-pocket expenses related to the PCEA Program in the amount of $12,000, referred to as Administrative Fee,

and must also include the Energy Agent Fee of $0.00175/Kwh. As such, the Contract Price ($/Kwh) charged by

the selected supplier to Participating Residential Accounts, Participating Municipal Accounts and Participating

Business Accounts, and the payments received by the selected supplier from all of these participating customers,

include these costs.

Within thirty (30) days of the execution of the MPA, the selected supplier shall remit payment of the

Administrative Fee to the Lead Agency in the amount of $12,000.

Beginning on April 1, 2013, and monthly or quarterly (as agreed to by the Energy Agent and the supplier)

thereafter, the selected supplier shall remit to the energy agent (Gabel Associates) a payment equal to the amount

of Energy Agent Fees collected (equal to Kwh sales to participating customers billed and paid x Energy Agent

Fee of $0.00175/KWh).

APPENDIX A List of Accounts and Load Data

(to be provided to suppliers upon request and submission of Notice of Intent to Bid)

APPENDIX B Form of Master Performance Agreement

Appendix B – Government Energy Aggregation – Plumsted Community Energy Aggregation RFP dated 9/12/12 - Form of Master Performance Agreement © 2012 Gabel Associates, Inc. Page 1

Master Performance Agreement

Between

Township of Plumsted, New Jersey [Government Aggregator]

And

_____________________________ [Supplier]

For the Provision of Electric Generation Service and Government Energy Aggregation Services

This Master Performance Agreement (“Agreement”) is entered into as of this ____ day of October 2012, (“Effective Date”) by and between the Township of Plumsted (“Government Aggregator” or “Township”), New Jersey, and ________________ (“Supplier”), _________ corporation with its principal place of business at ___________________________________________________, (collectively, “Parties”).

RECITALS

WHEREAS, the Plumsted Township Commmittee, governing body of the Government Aggregator, a municipality in the State of New Jersey, passed Resolution No. 2012-205, dated July 11, 2012, that establishes the Plumsted Community Energy Aggregation (“PCEA”), a government energy aggregation program pursuant to the Government Energy Aggregation Act of 2003 (P.L. 2003, C24) and implementing rules adopted by the New Jersey Board of Public Utilities (N.J.A.C. 14:4-6 et. seq.); and

WHEREAS, Resolution No. 2012-205 establishes the Plumsted Township Committee, as the governing

body of the Government Aggregator, as the Lead Agency, and memorialized the Lead Agency’s intent to solicit bids for electric generation service for municipal facilities, Township residents that do not “opt-out” of the PCEA program and Township businesses that “opt-in” to the PCEA program, and to enter into a contract for the provision of electric generation service on behalf of residential and non-residential customers within the boundaries of the Township, provided that the bid price for the selected supplier is below the then current price for electric generation service provided by the local electric utility, Jersey Central Power and Light; and

WHEREAS, Resolution No. 2012-205 further authorizes the Plumsted Township Committee, as Lead

Agency, to execute a master performance agreement on behalf of the Government Aggregator that obligates the participants in the PCEA to purchase electricity at the terms and conditions stated therein with a third party supplier who has been awarded the contract or contracts by the Lead Agency on behalf of the participating members of the PCEA; and

WHEREAS, the Lead Agency has followed all of the required steps of an ‘Option 2’ government energy

aggregation program as provided for in N.J.S.A. 48:3-91 et. seq. and N.J.A. C. 14:4-6.1 et. seq., including the issuance of a Request for Proposals dated September 12, 2012 (the “RFP”) for the provision of electric generation service and government energy aggregation services to participating members of the PCEA; and

WHEREAS, the Lead Agency accepted proposals on October 10, 2012 in response to the RFP; and WHEREAS, Supplier submitted all required qualification documents, and submitted a bid and an executed

transmittal letter in response to the RFP; and

Appendix B – Government Energy Aggregation – Plumsted Community Energy Aggregation RFP dated 9/12/12- Form of Master Performance Agreement

© 2012 Gabel Associates, Inc. Page 2

WHEREAS, the Lead Agency issued an Award Letter on October 11, 2012 indicating its selection of

Supplier as the winning supplier of electric generation service and government energy aggregation services; and

WHEREAS, Supplier is duly licensed by the New Jersey Board of Public Utilities (License No. ____________) as an Electric Power Supplier and has all requisite agreements in place with Jersey Central Power and Light (“JCP&L”) to sell retail electric generation service to customers in the JCP&L service territory utilizing the existing transmission and distribution systems; and

WHEREAS both parties have the corporate, governmental and/or other legal capacity(s), authority(s) and

power(s) to execute and deliver this Agreement and related agreements and to perform its obligations hereunder; and

WHEREAS by this Agreement, Government Aggregator and Supplier desire to enter into a mutually

beneficial power supply and services provisions relationship whereby Supplier shall provide Electric Generation Service and related Government Energy Aggregation Administrative Services necessary to fulfill the obligations of this Agreement.

NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:

ARTICLE 1 Definitions

“Administrative Fee” means reimbursable, out-of-pocket PCEA program expenses in the amount of $12,000 incurred by Government Aggregator in connection with the implementation and administration of the PCEA program and payable by Supplier to Government Aggregator pursuant to N.J.A.C. 14:4-6.8(d). “Award Letter” means the notice of contract award letter issued by the Lead Agency on October 11, 2012 notifying Supplier that it has been designated the selected supplier as a result of the Lead Agency’s, Request for Proposals dated September 12, 2012, which is attached hereto as Appendix A and which sets forth, among other things, the price ($/Kwh) that will be charged to PCEA Participants for Electric Generation Service. “Basic Generation Service” or “BGS” means electric generation service that is provided to any customer that has not chosen an electric power supplier, as defined herein, whether or not the customer has received offers for competitive supply options; including, but not limited to, any customer that cannot obtain such service from an electric power supplier for any reason, including non-payment for services. Basic generation service is not a competitive service and shall be fully regulated by the BPU.; “BPU” means the New Jersey Board of Public Utilities, or its successor; “Contract Price” means the $/Kwh price for Electric Generation Service, inclusive of the costs for energy, capacity, network transmission, ancillary services, losses, scheduling, PJM ISO administrative fees, RPS compliance, compliance with Enhanced Renewable Energy Requirement, if any, and inclusive of Administrative Fees and Energy Agent Fees, and all applicable taxes including 7% New Jersey State Sales and Use Tax, for Participating Residential Accounts as set forth in the Award Letter, and the $/Kwh price for Electric Generation Service, inclusive of the costs for energy, capacity, network transmission, ancillary services, losses, scheduling, PJM ISO administrative fees, RPS compliance, compliance with Enhanced Renewable Energy Requirement, if any, and inclusive of Administrative Fees and Energy Agent Fees, and all applicable taxes including 7% New Jersey State Sales and Use Tax, for Participating Municipal Accounts and Participating Business Accounts, as set forth in the Award Letter.



“Electric Distribution Company” or “EDC” means an electric public utility, as defined in the BPU rules, in whose service territory Government Aggregator is located, specifically Jersey Central Power and Light (“JCP&L”). Pursuant to BPU rules an EDC cannot be a Third Party Supplier, but may provide BGS; “Electric Generation Service” means the provision of retail electric energy and capacity which is generated offsite from the location at which the consumption of such electric energy and capacity is metered for retail billing purposes, including agreements and arrangements related thereto; “Energy Agent” means a person that is registered with the Board pursuant to N.J.A.C. 14:4-5, and is thereby authorized to arrange the retail sale of electricity, electric related services, gas supply or gas related services between government or private aggregators and electric or gas power suppliers, but does not take title to the electric or gas sold, and has been retained by Government Aggregator to provide consulting services in connection with the PCEA program at no direct, out-of-pocket expense to the Government Aggregator; specifically with respect to this Agreement the Energy Agent is Gabel Associates, LLC. “Energy Agent Fee” means a fee of $0.00175/Kwh included in the Contract Price and payable by Supplier to Energy Agent in connection with energy consulting services provided to Government Aggregator, as provided for in the RFP. “Enhanced Renewable Energy Requirement” means a requirement for a component of renewable energy that is greater than that mandated by the RPS promulgated by the BPU and/or State of New Jersey. “Government Energy Aggregation Administrative Services” means various administrative services to be performed by Supplier in support of the implementation PCEA program, as set forth in Article 6 of this Agreement; “Kwh” means kilowatt-hours, or 1,000 watt-hours of electric energy consumption as measured by the EDC meter; “Lead Agency” means the Plumsted Township Committee; “PCEA” program means the Plumsted Community Energy Aggregation program, a government energy aggregation program pursuant to the Government Energy Aggregation Act of 2003 (P.L. 2003, C24) and implementing rules adopted by the New Jersey Board of Public Utilities (N.J.A.C. 14:4-6 et. seq.), authorized by the Plumsted Township Committee by its Resolution No. 2012-205; “PCEA Participants” means Participating Residential Accounts, Participating Municipal Accounts, and Participating Business Accounts “Participating Business Accounts” means businesses located within the Township that have executed and returned to the Township an “opt-in” form committing their electric account(s) located within the Township to the PCEA program, which accounts were included in the RFP, and have been enrolled for Third Party Supply Service by Supplier, and that do not otherwise terminate their participation in the PCEA Program or have their participation terminated by the Governmental Aggregator, or that do not have their Third Party Supply Service terminated by Supplier under the terms of this Agreement or by the EDC; “Participating Municipal Accounts” means electric accounts for Township facilities that the Lead Agency has committed to the PCEA program and that were included in the RFP and have been enrolled for Third Party Supply Service by Supplier, and that do not otherwise terminate their participation in the PCEA Program or have their participation terminated by the Governmental Aggregator, or that do not have their Third Party Supply Service terminated by Supplier under the terms of this Agreement or by the EDC;



“Participating Residential Accounts” means residential electric accounts located within the Township that are reported by the EDC to be receiving Electric Generation Service under the EDC’s BGS tariff, and that do not opt-out of the PCEA program, are not rejected for enrollment by the EDC under a consolidated billing, do not rescind their switch to Supplier as part of their enrollment in the PCEA program, do not otherwise terminate their participation in the PCEA Program or have their participation terminated by the Governmental Aggregator, or that do not have their Third Party Supply Service terminated by Supplier under the terms of this Agreement or by the EDC; “PJM ISO” means the PJM Interconnection, LLC, an independent system operator (“ISO”) operating the regional electric transmission system in the Mid-Atlantic region, including New Jersey, and surrounding states. “PMUA” means the Plumsted Municipal Utilities Authority; “RFP” means the Request for Proposals for Electric Generation Service and Government Energy Aggregation Administrative Services issued by Government Aggregator on September 12, 2012, including any addenda thereto, attached hereto as Appendix B. “RPS” means the Renewable Portfolio Standards requirements applicable to providers of Electric Generation Service in New Jersey as provided for in BPU rules and/or applicable law; "Third Party Supplier” or “TPS”, otherwise referred to in BPU rules as a licensed “electric power supplier," means a person that is licensed by the Board to offer, and to assume the contractual and legal responsibility to provide, electric generation service for use by retail customers. This term includes, but is not limited to, load serving entities, marketers and brokers that offer or provide electric generation service for use by retail customers. An electric power supplier generates electricity or buys electric generation, and sells it to others for use by retail customers. An electric public utility that provides electric generation service only for the purpose of providing basic generation service is not a TPS; “Third Party Supply Service” means Electric Generation Service provided by a BPU-licensed Third Party Supplier; “Township” mean the Township of Plumsted;



ARTICLE 2 General Requirements

2.1 Governmental Aggregator Obligations and Authority. 2.1.1 Governmental Aggregator hereby authorizes Supplier to provide Electric Generation Service to PCEA

Participants. 2.1.2 Governmental Aggregator has the authority to designate, and has designated Supplier as the Electric

Generation Service provider for PCEA Participants. 2.1.3 Governmental Aggregator shall meet its obligations in connection with Government Energy Aggregation

Services as set forth in Article 6 of this Agreement. 2.2 Supplier Obligations. 2.2.1 Supplier shall provide a firm supply of Electric Generation Service (subject to the terms of the appropriate

transmission and/or distribution tariffs) sufficient to serve the full requirements PCEA Participants. Supplier shall arrange for the delivery of Electric Generation Service in accordance with the requirements of the EDC and/or PJM ISO according to the rules, regulations, and tariffs governing Third Party Supply Service. These requirements may include electric energy, capacity, network transmission, ancillary services, losses, scheduling, PJM ISO administration fees and RPS compliance costs. Notwithstanding the foregoing, Supplier is not responsible for the performance or failure to perform of the provider of such transmission, distribution, or ancillary services, or the consequences of such performance or failure to perform.

2.2.2 Price for Electric Generation Service for PCEA Participants in Initial Enrollment: The price for Electric Generation Service charged by Supplier to each PCEA Participant that is enrolled for Electric Generation Service commencing with the January 2013 meter read date shall be the fixed $/Kwh amount as set forth in the Award Letter (attached hereto as Appendix A). The price shall be fixed for the term of Electric Generation Service, except as otherwise provided for in this Agreement.

2.2.3 Price for Electric Generation Service for PCEA Participants that Join the PCEA program after the initial

enrollment: (a) The price for Electric Generation Service charged by Supplier to each Participating Residential Account that enrolls in the PCEA program after the initial opt-out period will be the fixed $/Kwh Contract Price applicable to residential customers as set forth in the Award Letter, which shall be below the BGS-FP price. The price shall be fixed for the remaining term of Electric Generation Service, except as may be otherwise permitted in this Agreement. (b) The price for Electric Generation Service charged by Supplier to each Participating Municipal Account and each Participating Business Account that enrolls in the PCEA program after the initial enrollment will be subject to the mutual agreement of the Parties, and otherwise in accordance with applicable law. Government Aggregator shall not agree to a price that is higher than the applicable BGS-FP tariff price for such account(s). If agreement cannot be reached on price for such accounts the accounts will not be enrolled by Supplier.

2.2.4 Supplier shall be responsible for all acts necessary for Supplier to perform its obligations

hereunder, including but not limited to the scheduling of delivery of Electric Generation Service hereunder.



2.2.5 Supplier shall provide PCEA Participants with the environmental disclosure data and other data it is required to provide, if any, to comply with the rules of the BPU.

2.2.6 Supplier shall meet its obligations in connection with Government Energy Aggregation Administrative Services as set forth in Article 6.

2.2.7 Supplier shall familiarize itself and comply with BPU rules in N.J.A.C. 14:4 as they relate to third party suppliers, consumer rights and protections as set forth in N.J.S.A. 48:3-85 and N.J.A.C. 14:4, renewable energy requirements under N.J.S.A. 48:3-87 and N.J.A.C. 14:8, and the EDC’s customer account services master service agreement which is posted on the EDC’s website.

2.3 Term of this Master Performance Agreement. The term of service of this Agreement shall be from the

Effective Date until January 31, 2014.

2.4 Term of Service for Electric Generation Service – Program-Wide. The term of service for Electric Generation Service to PCEA Participants provided pursuant to this Agreement shall be for twelve (12) consecutive months, commencing with the January 2013 meter read date for each account, and terminating with the January 2014 meter read date for each account, unless Electric Generation Service to an individual account is terminated sooner as a result of the provisions of this Agreement. Unless Supplier is awarded a new contract to provide Electric Generation Service to PCEA Participants past January 2014, Supplier shall take all steps necessary to submit a drop request to the EDC and return PCEA Participants to EDC BGS service effective with the January 2014 meter read date, in accordance with EDC switching protocols.

2.5 Residential Accounts – Pre-enrollment Opt-Out. Individual residential accounts shall have the opportunity to

opt-out of the PCEA program during a 30-day period prior to the initial enrollment, in accordance with the procedures set forth in Appendix B (RFP). There shall be no penalty, early termination fee or any other fees imposed upon a residential account that exercises its post-enrollment opt-out rights as set forth herein.

2.6 Residential Accounts – Post-Enrollment Opt-Out. After the initial enrollment of a residential account for

Electric Generation Service, a Participating Residential Account shall have the right to submit an opt-out request to Supplier, in which case Electric Generation Service shall be terminated for that residential account and Supplier shall return the account to EDC BGS service, effective on the first meter read date occurring 30 days or later after such request is received. There shall be no penalty, early termination fee or any other fees imposed upon a Participating Residential Account that exercises its post-enrollment opt-out rights as set forth herein.

2.7 Term of Service for Electric Generation Service – Participating Residential Accounts. Residential accounts

that do not exercise their opt-out rights during the initial 30-day pre-enrollment period as provided for in section 2.5 of this Agreement shall be submitted by Supplier to the EDC for Electric Generation Service commencing with the January 2013 meter read date, on a consolidated billing basis. If an individual residential account is rejected by the EDC for consolidated billing, Supplier shall decline to enroll the account and that account will not become a Participating Residential Account. Otherwise, residential accounts that do not exercise their opt-out rights during the initial 30-day enrollment period, are submitted for enrollment by Supplier, are accepted for consolidated billing by the EDC and do not rescind the enrollment during the mandatory seven (7) calendar day rescission period administered by the EDC in accordance with BPU rules (N.J.A.C. 14:7.6(b)4), shall be enrolled and become Participating Residential Accounts for Electric Generation Service commencing with the January 2013 meter read date. Electric Generation Service to individual Participating Residential Accounts shall continue until the January 2014 meter read date, unless: a) Electric Generation Service to an individual residential customer is terminated early due to the exercise post-enrollment opt-out rights as set forth in section 2.6 of this Agreement; or b) Electric Generation Service to



an individual residential customer is terminated early by Supplier due to the EDC dropping eligibility for the account to remain on consolidated billing or otherwise for non-payment by the individual customer.

2.8 Term of Service for Electric Generation Service – Participating Municipal Accounts and Participating Business

Accounts. Municipal and business accounts that have affirmatively opted-in to the PCEA program and that were included in the RFP shall be submitted by Supplier to the EDC for enrollment, for Electric Generation Service commencing with the January 2013 meter read date. If an individual municipal or business account is rejected by the EDC for consolidated billing, Supplier may decline to enroll the account in which case that account will not become a PCEA Participant. If the customer rescinds the enrollment during the mandatory rescission process and period administered by the EDC in accordance with BPU rules (N.J.A.C. 14:7.6(b)4), the customer will not be enrolled. In such case Supplier shall notify Government Aggregator or its designee, and the Government Aggregator or its designee will contact the customer and attempt to resolve the issue and re-confirm the customer’s commitment to the PCEA program. If customer does not retract its rescission the account will not be enrolled by Supplier. If the customer does not rescind the enrollment, the individual account will be enrolled for Electric Generation Service commencing with the January 2013 meter read date. Electric Generation Service to individual Participating Municipal Accounts and Participating Business Accounts shall continue until the January 2014 meter read date, unless Electric Generation Service to an individual customer is terminated early by Supplier due to the EDC dropping eligibility for the account to remain on consolidated billing or otherwise for non-payment by the individual customer.

2.9 Governmental Aggregator Does Not Assume Payment or Credit Risk. As between the Governmental

Aggregator and Supplier, Supplier shall be responsible for the risk of non-payment by any Participating Residential Account or Participating Business Account and the collection of any penalties or payments due to Supplier from individual Participating Business Accounts pursuant to this Agreement. The Township or the PMUA, as applicable, may be held accountable for any non-payment by or for the assessment of any penalties or payments on Participating Municipal Accounts.

2.10 Service Inquiries and Service Notices to PCEA Participants. PCEA Participants may direct inquiries

regarding this Agreement, and Electric Generation Service provided hereunder, and any supply or billing questions, to Supplier at the address and phone number provided in Section 13.1, which address and phone number shall be provided in communications with PCEA Participants regarding the PCEA program. PCEA Participants should make direct inquiries concerning EDC related emergency, power outage, wire or service maintenance, metering, EDC service billing or other similar EDC related concerns to the EDC.

2.11 Subcontracting. Supplier may subcontract the performance of certain obligations under this Agreement.

However, no subcontract shall relieve Supplier of any of its obligations and/or liabilities under this Agreement. Supplier shall be responsible for all payments and obligations as between Supplier and subcontractors, and Governmental Aggregator shall not be responsible for payments to any such subcontractor. Government Aggregator may subcontract the performance of certain obligations under this Agreement. However, no subcontract shall relieve Government Aggregator of any of its obligations and/or liabilities under this Agreement. Government Aggregator shall be responsible for all payments and obligations as between Government Aggregator and subcontractors, and Supplier shall not be responsible for payments to any such subcontractor.

ARTICLE 3 Termination, Succession, Assignment

3.1 Termination. This Agreement may be terminated, in compliance with this Agreement’s provisions, if (a) either Party is in material breach of this Agreement; (b) Supplier fails to maintain its BPU electric power supplier license in good standing; or (c) any of the situations described in paragraphs 3.2 or 3.3 occur and



the Parties are unable to mutually negotiate modification(s) to the Agreement so that the adversely-affected Party may be restored to a reasonably similar economic position that the adversely-affected Party would have been in but for the occurrence of the events set forth in paragraphs 3.2 or 3.3.

3.2 Regulatory Contingencies.

(a) Regulatory Events. The following will constitute a "Regulatory Event" governing the rights and obligations of the Parties under this Agreement:

(i) Illegality. If, due to the issuance of an order, or adoption of, or change in, any applicable law, rule, or regulation, or in the interpretation of any applicable law, rule, or regulation, by any judicial, regulatory, administrative or government authority with competent jurisdiction, it becomes unlawful for a Party to perform any obligation under this Agreement.

(ii) Adverse Government Action. If (A) any regulatory agency or court having competent

jurisdiction over this Agreement requires a change to the terms of the Agreement that materially adversely affects a Party(s), or (B) any regulatory or court action adversely and materially impacts a Party's ability to perform or otherwise provide Services pursuant to this Agreement.

(iii) Material Change in Charges for Transmission Service Assessed by the PJM ISO. If the

PJM ISO imposes changes in the charges for transmission service assessed under its Open Access Transmission Tariff that have a net impact on Supplier’s cost of providing Electric Generation Service under this Agreement of greater than $0.001/Kwh

(iv) Material Change in RPS Costs. If the BPU and/or New Jersey State Legislature enacts

changes to the RPS during the term of this Agreement that become effective during the term of this Agreement and that have a net impact on Supplier’s cost of providing Electric Generation Service under this Agreement of greater than $0.001/Kwh

(b) Notice, Negotiation, and Early Termination. Upon the occurrence of a Regulatory Event, the adversely affected Party shall give notice to the other Party that such event has occurred. The Parties will mutually attempt to negotiate modification(s) to the Agreement so that the adversely-affected Party may be restored to a reasonably similar economic position that the adversely-affected Party would have been in but for the occurrence of the Regulatory Event In no event shall implementation of an adjustment to the Contract Price as a result of this section 3.2 of this Agreement result a price charged to any PCEA Participant(s) that is not less than the applicable BGS tariff price for that PCEA Participant(s). In considering whether to agree to an upward adjustment in the Contract Price requested by Supplier pursuant to this section 3.2, Government Aggregator shall consider whether the increase in costs claimed by Supplier also impacts the BGS tariff price and whether, as a result, the savings for PCEA Participants relative to the BGS tariff price will be maintained. If the Parties agree to an adjustment that results in an increase in the Contract Price, Supplier shall, upon consultation with the Government Aggregator, send written notification of the price change and explain the impact, if any, on savings relative to the BGS tariff. If the Parties are unable, within thirty (30) days of entering into negotiations, to agree upon modification(s) to this Agreement, the adversely affected Party shall have the right, upon sixty (60) days notice, to terminate this Agreement and close out its obligations hereunder.

3.3 Termination Notices. In the event of termination hereunder, the terminating party shall exercise its best

efforts to communicate to the non-terminating party the upcoming possibility of termination. In the event that this Agreement is terminated prior to the end of the term, each individual PCEA Participant will be provided written notification from the terminating party of the termination of the Agreement at least



sixty (60) days prior to termination, and in compliance with other regulatory or legal requirements and Participating Members will also be notified of their right to return to the EDC or to select an alternate electric power supplier. All other notification(s) shall be in accordance with BPU requirements.

3.4 Non-Assignability. This Agreement shall not be transferred or assigned by either Party without the

express written authorization of the non-assigning Party, which authorization shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of any permitted successors and assigns, to the extent permitted by law.

3.5 Termination Obligations. Termination of this Agreement shall not relieve either Party of the obligation(s)

to pay amounts owed for actual performance of obligations rendered prior to the termination of this Agreement including, in the case of Supplier, payment of collected Administrative Fees to the Government Aggregator or payment of collected Energy Agent Fees to the Government Aggregator’s Energy Agent, as applicable.

3.6 Change in Sales and Use Tax. The Contract Price includes the 7% New Jersey State Sales and Use Tax. If a

change in the applicable New Jersey State Sales and Use Tax rate is enacted by the New Jersey Legislature and becomes effective during the term of this Agreement, the Contract Price shall be adjusted to reflect such change.

ARTICLE 4 Energy Scheduling, Transmission, Pricing and Delivery

4.1 Scheduling, Transmission and Delivery of Power. Supplier shall schedule energy as required by the transmission supplier and the EDC and shall arrange for transmission and distribution service to PCEA Participants. Supplier will arrange for necessary electric distribution and transmission rights for delivery of such electricity at levels of firmness as necessary to provide the Electric Generation Service hereunder and subject to the understanding that Supplier has an obligation to make firm deliveries to PCEA Participants as set forth in Paragraph 2.2.1. Delivery of firm energy shall not be curtailed or interrupted by Supplier except as a result of a Force Majeure Event. Supplier is not responsible for services supplied by the EDC or PJM ISO, or for the consequences of the failure to provide such services.

4.2 Failure to Supply Electric Generation Service. In the event that Supplier fails to provide Electric

Generation Service sufficient to meet the needs of PCEA Participant(s) as set forth herein and Supplier’s failure is not due to a Force Majeure Event as defined hereunder, Supplier shall be liable for any resultant direct Damages to PCEA Participants. Moreover PCEA Participants shall not be held responsible for any penalties assessed by the EDC or the PJM ISO as a result of Supplier’s failure to provide Electric Generation Service.

ARTICLE 5

Metering, Billing, and Payments 5.1 Additional Equipment. If additional metering or monitoring equipment is required by the EDC, such

metering or monitoring equipment shall be installed at the EDC’s or the PCEA Participant’s sole expense, as applicable, and each Party shall cooperate as necessary with installation of additional metering or monitoring equipment. In the event, however, that the EDC imposes such additional metering or monitoring equipment on a PCEA Participant(s) as a condition of receiving Electric Generation Service from Supplier, the PCEA Participant shall have the option to be removed from the PCEA program without penalty or fees.



5.2 Switching Fee. It is the Party’s understanding that the BPU does not permit and the EDC does not assess switching fees. Should the BPU permit and the EDC indicate that it will charge a switching fee, Supplier will have the option of paying the switching fee on behalf of the PCEA Participants, or pursuing mutual agreement of modifications of the Agreement and/or terminating this Agreement in accordance with Article 3 of this Agreement. In no event shall PCEA Participants be responsible for the switching fees.

5.3 Billing. Billing shall be provided by the EDC under a consolidated billing format pursuant to the EDC’s

tariff provisions and BPU rules applicable to PCEA Participants, including N.J.A.C. 14:4-7.7. 5.4 Payments. Supplier retains the right to terminate Electric Generation Service to any individual PCEA

Participant that fails to pay amounts due to the EDC within the specified time period for said payments in accord with the EDC’s tariff and BPU regulations, and as a result is rejected by the EDC from consolidated billing eligibility or the EDC otherwise stops timely payment to Supplier for Electric Generation Service rendered to such PCEA Participant as a result of slow payment or non-payment by the PCEA Participant.

ARTICLE 6 Government Energy Aggregation Administrative Services

6.1 The Governmental Aggregator has selected Supplier to perform certain administrative services in support of the development and implementation of the PCEA program, and Government Aggregator hereby agrees to perform certain tasks in support of those administrative services, as follows:

6.2 Government Aggregator shall perform the following tasks, at its own cost and expense, in support of the

administrative services to be performed by Supplier:

6.2.1 Send notice of its selection of Supplier as a result of the RFP to the EDC in a timely manner, in accordance with N.J.A.C. 14:4-6.6(o);

6.2.2 Cooperate with Supplier to develop and finalize the form of opt-out notice in a timely manner, in accordance with the provisions of the RFP;

6.2.3 Upon receipt of residential customer-specific information from the EDC, including name, address and account number, in accordance with N.J.A.C. 14:4-6.6(p), provide such information to Supplier in a timely manner in accordance with the provisions of the RFP;

6.2.4 Maintain a local exchange telephone number that Township residents can call to ask and receive answers concerning the opt-out notice, or subsequent questions regarding the PCEA program.

6.3 Supplier shall perform the following administrative services, at its own cost and expense, in accordance with

the applicable provisions of the RFP:

6.3.1 Cooperate with the Government Aggregator to develop and finalize the form of opt-out notice in a timely manner;

6.3.2 Reproduce sufficient copies of the final form of opt-out notice, and mail a copy of the opt-out notice in a timely manner to each residential customer on the list provided by the EDC and Government Aggregator;

6.3.3 Maintain a toll-free telephone number during the term of this Agreement which is sufficiently staffed to field and answer questions from Township residents regarding the opt-out notice and the terms and conditions of Electric Generation Service under the PCEA program;

6.3.4 Provide a physical address where completed opt-out notice forms can be returned, accepted, and maintained, and create an electronic database of all returned opt-out notice forms;

6.3.5 At the conclusion of the required 30-day opt-out period in accordance with N.J.A.C. 14:4-6.6(t), Supplier shall provide an electronic file of residential customers who have opted out of the PCEA program to the



Government Aggregator, and shall submit enrollment requests to the EDC for all remaining residential customers whose names and account numbers have been provided by the EDC and have not opted out of the PCEA program, for Electric Generation Service commencing with the January 2013 meter read dates for each account;

6.3.6 Maintain logs of customers that drop-out of the PCEA program or are terminated by Supplier over the term of this Agreement and provide reports of such logs upon request form the Government Aggregator;

6.3.7 Upon consultation and with the concurrence of the Government Aggregator, Supplier may periodically request from the EDC an updated list of residential accounts in the Township that are not being served by a TPS, for the purpose of identifying: a) new residential accounts that have been created as a result of a new resident moving into an existing dwelling; b) new residential accounts that have been created as a result of the completion and occupation of new construction; or c) residential customers that have ended their TPS contract and not entered a new one since the beginning of the PCEA program. If such updated information is obtained from the EDC, Supplier may, in consultation with and upon approval from the Government Aggregator, begin a refreshed opt-out process in accordance with applicable BPU rules for purposes of possible enrollment of the new residential accounts in the PCEA program, at the Contract Price for the remaining term of this Agreement.

ARTICLE 7 Default and Remedies

7.1 Default. Any Party failing to comply with any material terms or conditions of this Agreement which non-compliance is not excused as a Force Majeure Event, as described in Article 8 herein, shall be in Default of this Agreement.

7.2 Notice and Remedies. Subject to other provisions of this Agreement, if a party believes that the other

party is in material breach of this Agreement, the party claiming breach shall give notice in writing to the offending party believed to be in breach detailing the alleged violations and requesting specific relief that is in accord with the terms and conditions of this Agreement. The party receiving the notice of violation shall respond in writing within five (“5”) business days of receipt affirming or denying the alleged violation(s) and detailing how any such breach of this Agreement will be cured. If the party claiming breach is not satisfied that an alleged breach(s) of this Agreement has been cured within twenty-five (“25”) business days from the notice of breach hereunder, the party claiming breach shall be free to seek legal redress and take such other actions, including termination, as it sees fit, without prejudice to any rights and remedies of the non-defaulting Party and any other remedies that a Party may have under the law or this Agreement.

ARTICLE 8

Force Majeure 8.1 Excused Failure to Comply. Neither Party shall be considered to be in default in the performance of its

obligations under this Agreement, if its failure to perform results directly or indirectly from a Force Majeure Event. Despite its commercially reasonable efforts, if the Party is unable, wholly or in part, to meet its obligations under this Agreement due to a Force Majeure Event, the obligations of each Party, other than the obligation to make payments due for performance rendered hereunder, so far as they are affected by such Force Majeure Event, shall be suspended during such Force Majeure period. The Party claiming excuse due to a Force Majeure event shall exercise commercially reasonable efforts and due diligence to remove the inability to perform as soon as reasonably possible so that the affected period shall be no longer than that necessarily affected by the Force Majeure event and shall exercise commercially reasonable efforts and due diligence to mitigate the effects of the Force Majeure event. Nothing contained in this section shall be construed as requiring a Party to settle any strike or labor dispute in which it may be involved.



8.2 Force Majeure Event. For purposes of this Agreement, a Force Majeure Event shall mean any non-

economic cause beyond the reasonable control of the Party affected and shall include, but not be limited to, Acts of God, floods, earthquakes, storms, droughts, fires, pestilence, destructive lightning, hurricanes, washouts, landslides and other natural catastrophes; strikes, lockouts, labor or material shortage, or other industrial disturbances; acts of the public enemies, epidemics, riots, civil disturbances or disobedience, sabotage, wars or blockades; the failure of facilities not owned by Supplier including the electric transmission grid or EDC distribution system , governmental actions such as necessity to comply with any court order, law, statute, ordinance or regulation promulgated by a governmental authority; or any other reasonably unplanned or non-scheduled occurrence, condition, situation or threat not covered above, which renders either Party unable to perform its obligations hereunder, provided such event is beyond the reasonable control of the Party claiming such inability. A change in economic electric power market conditions shall not constitute a Force Majeure Event. Failure or interruptions, including without limitation government ordered interruptions, on the systems of generation, transmission or distribution relied upon for supplying energy under this Agreement shall constitute a Force Majeure Event provided that Supplier has arranged for service on these systems at a level of firmness as required to provide the Electric Generation Service agreed upon herein.

8.3 Notification. If either Party is unable to perform any of its obligations under this Agreement due to a

Force Majeure Event, then said Party shall notify the other Party in writing as soon as possible, but no later than forty-eight (48) hours after the start of the Force Majeure Event. The written notice shall include a specific description of the cause and expected duration of the Force Majeure Event.

ARTICLE 9 Damages

9.1 Damages. The sole remedy for the Government Aggregator and/or PCEA Participants for a failure of Supplier to provide Electric Generation Service in accordance with this Agreement shall be the liability of Supplier for direct damages, defined as the positive difference, if any, between the cost of Electric Generation Service obtained and received by PCEA Participants to replace the Electric Generation Service that Supplier failed to provide, and the Contract Price, provided that the cost of such replacement Electric Generation Service shall not exceed the applicable BGS tariff price.

ARTICLE 10 Payment of Administrative Fees

10.1 Government Aggregator Out-of-Pocket, Reimbursable Expenses. Within thirty (30) days of the Effective Date, Supplier shall remit payment in full of the Administrative Fee to Government Aggregator.

10.2 Energy Agent Fees. Within thirty (30) days of the Effective Date, Supplier shall enter into an energy

agent agreement with Energy Agent under which it will make either monthly or quarterly payments to the Energy Agent equal to the Energy Agent Fees collected through the Contract Price from PCEA Participants.

ARTICLE 11 Limitation of Liability

11.1 LIABILITY. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER, TO A PCEA PARTICIPANT OR TO A THIRD PARTY FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER SUCH



CLAIMS ARE BASED UPON BREACH OF WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OF ANY DEGREE), STRICT LIABILITY, CONTRACT, OPERATION OF LAW OR OTHERWISE. SUPPLIER SHALL INDEMNIFY AND HOLD GOVERNMENT AGGREGTATOR HARMLESS FROM ALL LIABILITIES, DAMAAGES AND COSTS ASSOCIATED WITH THE PROVISION OF ELECTRIC GENERATION SERVICE BY SUPPLIER TO PCEA PARTICIPANTS.

11.2 DISCLAIMER. SUPPLIER DOES NOT WARRANT OR GUARANTEE THE UNINTERRUPTED DELIVERY OF FIRM

ENERGY TO PCEA PARTICIPANTS DURING FORCE MAJEURE EVENTS. EXCEPT AS MAY BE SPECIFICALLY PROVIDED HEREIN, NO IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SHALL BE APPLICABLE TO THIS AGREEMENT.

ARTICLE 12

Confidential Information 12.1 Confidential Information. Any Confidential Information, as defined in Paragraph 12.2 herein, made

available pursuant to this Agreement and conspicuously marked or stamped as “Confidential” shall be held in confidence by each of the Parties to protect the legitimate business needs and/or privacy interests of the Parties. With respect to multi-page documents that contain Confidential Information, the Parties may make such a designation by marking or stamping only the first page thereof. The Parties shall identify any matter deemed to be Confidential Information at the time the information is provided. Any information not designated, as Confidential Information shall not be covered by the protection contemplated herein, provided, however, that the inadvertent provision of information without a confidential designation shall not itself be deemed a waiver of the Party’s claim of confidentiality as to such information, and the Party may thereafter designated the same as confidential, if the information is deemed confidential as set forth herein.

12.2 Confidential Information Defined. “Confidential Information” means any and all data and information of

whatever kind or nature (whether written, electronic or oral) which is disclosed by one Party (the “Disclosing Party”) to the other Party (“the “Recipient”) regarding itself, its business, the business of its affiliates, and/or the PCEA program or PCEA Participants. Confidential Information includes customer name, address, account number and usage information obtained from the EDC. Confidential Information does not include information that: (a) is in the public domain at the time of disclosure; (b) passes into the public domain after disclosure, except by a wrongful act of the Recipient; (c) is disclosed to the Recipient by another not under an obligation of confidentiality; or (d) is already in the Recipient’s possession prior to disclosure by the Disclosing Party (unless the information is already in the possession of the Recipient but has been claimed confidential by the party providing it to Recipient, in which case the confidential designation would be retained).

12.3 Obligation of Confidentiality. Each Party agrees, for itself and its authorized representatives, to keep confidential all Confidential Information provided hereunder and to use the Confidential Information solely for purposes in connection with this Agreement, except to the extent that the Recipient determines that release of Confidential Information is required by law or regulation; for example, in response to a request made under the Open Public Records Act. The Recipient shall make commercially reasonable efforts to notify the Disclosing Party if it intends to release any Confidential Information to afford the Disclosing Party an opportunity to seek a protective order prior to disclosure. The obligations for Confidentiality set forth in this Agreement, including but not limited to the non-disclosure obligations and the duty to return Confidential Information upon written request, shall survive the termination of this Agreement for a period of one (1) year thereafter. In addition, and notwithstanding the foregoing, Supplier agrees that customer-specific information provided to Supplier by the EDC and/or the Aggregator in connection with the PCEA program, as provided for in the RFP and this Agreement, shall be used by the selected supplier for the sole purpose of administering the PCEA program, and information for



residential customers who opt-out of the program or that remain in the program shall not be used by the supplier for any other purpose. A violation of the provisions of this Article 12 is not subject to the Limitations of Liability set forth in Article 11 of this Agreement 12.4 Proprietary Rights. Neither Party makes any representation as to the accuracy or completeness of the

Confidential Information, but shall make reasonable efforts to ensure that all Confidential Information disclosed to Recipient is accurate and not misleading. Each Party acknowledges the proprietary rights of the other Party in and to the Confidential Information.

12.5 Press Releases. The Parties shall collaborate on the issuance of an initial press release announcing the

selection of Supplier by Government Aggregator as the PCEA program supplier. After the release of the initial press release, Supplier may advertise its identity as the PCEA program supplier without the need for prior approval from Government Aggregator, and Government Aggregator may advertise that Supplier is the PCEA program supplier without the need for prior approval from Supplier. Otherwise neither Party shall utilize the name of the other in advertisements or marketing without the approval of the Party.

12.6 Data. All raw data, reports, data aggregations and analyses, product and service ideas, and other

information, without limitation, collected and/or generated by Governmental Aggregator pursuant to this Agreement shall remain the sole and exclusive property of the Governmental Aggregator. All reports, data aggregations and analyses, product and service ideas, and other information, without limitation, collected and/or generated by Supplier pursuant to this Agreement shall remain the sole and exclusive property of Supplier, except as otherwise specifically provided for in this Agreement. Each Party may use all such information furnished by the other Party solely for purposes of this Agreement.

ARTICLE 13

Dispute Resolution 13.1 Dispute Resolution. Prior to litigation, the Parties shall mutually attempt in good faith to resolve any

dispute or claim arising out of or relating to this Agreement or the transactions contemplated hereby ("Dispute(s)") promptly, by negotiations between Supplier and Governmental Aggregator, including but not limited to through non-binding formal dispute resolution methods, such as non-binding mediation, if agreeable to both Parties. The Parties may mutually modify these requirements herein and select any manner of dispute resolution that is agreeable to both Parties, including but not limited to binding formal dispute resolution methods, such as binding arbitration. If the Parties choose to be referred to Arbitration, the arbitration shall be in accordance with the American Arbitration Association Arbitration Rules in effect at the time of the dispute resolution, unless the Parties mutually select some other rules. The place of arbitration shall be at a place agreeable to both Parties. The arbitrator(s) shall be empowered to order specific performance of this Agreement, but shall not be empowered to award punitive damages. The arbitrator(s) function shall be limited to the functions mutually agreeable to both Parties; however, the arbitrator(s)shall not have the power to change, add to, subtract, or amend or modify in any way any provision(s) of this Agreement, unless otherwise agreed to by the parties.

13.2 Service of Process. This Agreement shall be governed by and interpreted in accordance with the laws of

the State of New Jersey. Each of the Parties hereby consents to the service of process by certified, registered, or overnight express mail, return receipt requested, postage prepaid, addressed to the parties designated in Paragraph 14.1 this Agreement.

13.3 Parties to Continue Performance. Subject to the other provisions of this Agreement, including but not

limited to the termination and early termination provision, the Parties shall in good faith continue to perform their respective obligations under this Agreement while the Parties attempt to resolve the



Dispute(s) as set forth in this Article 13. Both Parties shall continue to abide by all applicable statutes, administrative rules, tariffs, and codes of conduct during the term of this Agreement.

ARTICLE 14 Miscellaneous

14.1 Notices. Any notices, requests or demands regarding the Services provided under this Agreement shall be deemed to be properly given or made five (5) business days after postmark date if sent by U.S. Postal Service mail to the other Party at the address shown below. The address of a party to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other party according to the terms set forth in Paragraph 13.2, Service of Process.

SUPPLIER: GOVERNMENTAL AGGREGATOR [Name] [Name] [Title] [Title] [Address] [Address] Phone: Phone: Fax: Fax: Email: Email:

14.2 Entire Agreement. This Agreement, including all Attachments hereto, contains all of the terms and

conditions of this Agreement reached by the Parties, and supercedes all prior oral or written agreements with respect to this Agreement. This Agreement may not be modified, amended, altered or supplemented, except by written agreement signed by all Parties hereto. No waiver of any term, provision, or conditions of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the party making the waiver. In the event of ambiguity or a conflict between the terms of this Agreement and RFP, the terms of this Agreement shall prevail.

14.3 Waivers. Any request for a waiver of the requirements and provisions of this Agreement shall be in

writing and must be approved in writing by the Party to whom the request is directed. The failure of either Party to insist upon strict performance of such requirements or provisions or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of such requirements, provisions or rights.

14.4 Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the

State of New Jersey. 14.5 Controlling Provisions. In the event of any inconsistency between the terms herein and

the terms of the Attachments hereto, the provisions of this Agreement shall control. 14.6 Severability. Any provision in this Agreement that is 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 or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either Party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or the remainder of this Agreement.



14.7 Authorization. Each Party to this Agreement represents and warrants that it has full and complete

authority to enter into and perform this Agreement. Each person who executes this Agreement on behalf of either Party represents and warrants that he or she has full and complete authority to do so and that such Party will be bound by the Agreement.

14.8 Recitals. The Parties hereto agree and acknowledge that the prefatory statements and recitals in this

Agreement are intended to be and shall be a part of the provisions of this Agreement. 14.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be

deemed an original, but all of which shall together constitute one instrument. IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective on the date first

written above.

SUPPLIER: GOVERNMENT AGGREGATOR: Signed: Signed: Printed Typed Name: Printed Typed Name: ___________________________________ Title: , Title:

Date: Date:

APPENDIX C Required Qualification Forms

Form 1: Notice of Intent to Bid (Note: submission of this form indicates a non-binding expression of interest in responding

to the Plumsted Community Energy Aggregation RFB dated September 12, 2012)

Supplier Contact Information:

Name of Supplier: ______________________________________________________

NJBPU Electric Power Supplier License No.: ________________________________

Supplier Representative/Contact for RFP:

Name/Title: ___________________________________________________

Address: ___________________________________________________

Phone: ___________________________________________________

FAX No.: ___________________________________________________

Email: ___________________________________________________

Signature: ___________________________________________________

Date: _________________

Submission of this Notice of Intent to Bid (“NOI”) will place the Supplier Representative

indicated above on the Bid Distribution List for the RFP. Submission of this NOI

indicates an expression of interest in responding to the RFP, but does not bind the

Supplier to respond to the Bid. However, submission of this NOI, by no later than 5:00

p.m. on September 28, 2012 (the Stage 1 Qualification document deadline), along with

other required Stage 1 Qualifications documents set forth in Section D of the RFP, is

required in order for a Supplier to be eligible to submit Stage 2 bid pricing.

Form 2

Statement of Ownership

STOCKHOLDER DISCLOSURE CERTIFICATION This Statement Shall Be Included with Bid Submission

Name of Business

I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR

I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

If a corporation owns all or part of the stock of the corporation or partnership submitting the bid, then the statement shall include a list of the stockholders who own 10% or more of the stock of any class of that owning coporation. If no one owns 10% or more stock, attest to that.

Check the box that represents the type of business organization:

Partnership Corporation Sole Proprietorship

Limited Partnership Limited Liability Corporation Limited Liability Partnership

Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: ______________________________ Name: ______________________________

Home Address: _______________________ ____________________________________

Home Address: _______________________ ____________________________________

Name: ______________________________ Name: ______________________________

Home Address: _______________________ ____________________________________

Home Address: _______________________ ____________________________________

Name: ______________________________

Name: ______________________________

Home Address: _______________________ ____________________________________

Home Address: _______________________ ____________________________________

Subscribed and sworn before me this ___ day of ___________ , 2 __. (Notary Public) My Commission expires:

__________________________________________

(Affiant)

________________________________ (Print name & title of affiant)

(Corporate Seal)

Form 3

Non-Collusion Affidavit

NON-COLLUSION AFFIDAVIT State of New Jersey County of _________________ ss: I, ________________________________ residing in ___________________________________ (name of affiant) (name of municipality) in the County of _______________________________ and State of _____________________of full age, being duly sworn according to law on my oath depose and say that: I am _____________________________________ of the firm of _________________________ (title or position) (name of firm) _____________________________________ the bidder making this Proposal for the bid entitled ______________________________, and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the ______________ _________________________relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by _________________________________________________. Subscribed and sworn to before me this day _____________________________ Signature ________________, 2____ ___________________________________ (Type or print name of affiant under signature) _____________________________ Notary public of My Commission expires _______________ (Seal)

APPENDIX D

TRANSMITTAL LETTER

(To be typed on Bidder's Letterhead)

DATE: _________________, 2012

Gabel Associates

ACES Administrator

417 Denison Street

Highland Park, NJ 08904

Dear Gabel Associates:

----------------------------------- (the "Bidder") hereby submits its Stage 2 price bids (the "Bid

Price")in response to the Request for Proposals for Electric Generation Service and Government Energy Aggregation Services (“RFP”) issued by the Township of Plumsted (“Township”) on September 12, 2012, in connection with the Plumsted Community Energy Aggregation (“PCEA”) program.

As a duly authorized representative of the Bidder, I hereby certify, represent and warrant as follows in connection with the RFP:

1. The Bidder acknowledges receipt of the RFP, and the following addenda:

Addendum No. _______ Issuance Date: ___________________



2. The submittal of the Bid has been duly authorized by, and in all respects is

binding upon, the Bidder, subject to the terms of the RFP.

3. The Bid Price(s) submitted herein, consistent with the terms of the RFP, reflect

all-in fixed prices ($/Kwh) for electric generation service to PCEA Participants in the applicable

bid group(s) and sub-group(s), inclusive of all cost components of electric generation service,

including load-following energy supply, capacity, transmission, ancillary services, Line Losses,

Renewable Portfolio Standards (“RPS”) compliance costs, Administrative Fee and Energy

Agent Fee, supplier margin, and any other applicable taxes (including specifically the 7% New

Jersey State Sales and Use Tax).

D-1

4. If selected by the Township as the winning bidder, Bidder will execute the

Master Performance Agreement set forth in Appendix B of the RFP (as may have been

amended pursuant to one or more addenda issued by the Township) with the Township of

Plumsted within the timeframe specified in the RFP, and is prepared to abide by all terms and

conditions thereof.

Name of Bidder

Name of Authorized Representative

Signature of Authorized Representative / Date

Title

DATED: __________________________

D-1 D-2

APPENDIX E - PRICING FORM

(to be provided in electronic form to Qualified Bidders)

Supplier: [Insert Name]

Bid Date: 10/10/2012

Service Term: Jan 2013 MRD through Jan 2014 MRD

Bid Prices (All-In Fixed Price - $/Kwh):

Bid Group Bid Sub-Group Bid Price ($/kwh)

Bid Group 1 RS/RT/RGT $0.00000

GS/GS3 $0.00000

OLS/MVW/SVW $0.00000

Appendix E - Bid Price Form

Plumsted Community Energy Aggregation

RFP Dated September 12, 2012

Bid Group 2

APPENDIX F

MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE

(attached)

MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, C. 127)

N.J.A.C. 17:27

GOODS, PROFESSIONAL SERVICE AND GENERAL SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. The contractor or subcontractor, where applicable, will send to each labor union or representative or workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to make good faith efforts to employ minority and women workers consistent with the applicable county employment goals established in accordance with N.J.A.C. l7:27-5.2, or a binding determination of the applicable county employment goals determined by the Division, pursuant to N.J.A.C. 17:27-5.2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions. In conforming with the applicable employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents: Letter of Federal Affirmative Action Plan Approval Certificate of Employee Information Report Employee Information Report Form AA302 The contractor and its subcontractors shall furnish such reports or other documents to the Div. of Contract Compliance & EEO as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Div. of Contract Compliance & EEO for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code at N.J.A.C. 17:27.

APPENDIX G

MANDATORY AMERICANS WITH DISABILITY ACT LANGUAGE

(attached)

AMERICANS WITH DISABILITIES ACT OF 1990 Equal Opportunity for Individuals with Disability

The contractor shall comply with the provisions of Title 11 of the Americans With Disabilities Act of 1990 (the "Act") (42 U.S.C. S121 01 et seq.), which prohibits discrimination on the basis of disability by public entities in all services, programs, and activities provided or made available by public entities, and the rules and regulations promulgated pursuant there unto, are made a part of this contract. In providing any aid, benefit, or service on behalf of the district pursuant to this contract, the contractor agrees that the performance shall be in strict compliance with the Act. In the event that the contractor, its agents, servants, employees, or subcontractors violate or are alleged to have violated the Act during the performance of this contract, the contractor shall defend the district in any action or administrative proceeding commenced pursuant to this Act. The contractor shall indemnify, protect, and save harmless the district, its agents, servants, and employees from and against any and all suits, claims, losses, demands, or damages, of whatever kind or nature arising out of or claimed to arise out of the alleged violation. The contractor shall, at its own expense, appear, defend, and pay any and all charges for legal services and any and all costs and other expenses arising from such action or administrative proceeding or incurred in connection therewith. In any and all complaints brought pursuant to the district’s grievance procedure, the contractor agrees to abide by any decision of the district which is rendered pursuant to said grievance procedure. If any action or administrative proceeding results in an award of damages against the district, or if the district incurs any expense to cure a violation of the ADA which has been brought pursuant to its grievance procedure, the contractor shall satisfy and discharge the same at its own expense. The district shall, as soon as practicable after a claim has been made against it, give written notice thereof to the contractor along with full and complete particulars of the claim, If any action or administrative proceeding is brought against the district or any of its agents, servants, and employees, the district shall expeditiously forward or have forwarded to the contractor every demand, complaint, notice, summons, pleading, or other process received by the district or its representatives. It is expressly agreed and understood that any approval by the district of the services provided by the contractor pursuant to this contract will not relieve the contractor of the obligation to comply with the Act and to defend, indemnify, protect, and save harmless the district pursuant to this paragraph. It is further agreed and understood that the district assumes no obligation to indemnify or save harmless the contractor, its agents, servants, employees and subcontractors for any claim which may arise out of their performance of this Agreement. Furthermore, the contractor expressly understands and agrees that the provisions of this indemnification clause shall in no way limit the contractor’s obligations assumed in this Agreement, nor shall they be construed to relieve the contractor from any liability, nor preclude the district from taking any other actions available to it under any other provisions of the Agreement or otherwise at law.