1. Agreement to Sell and Purchase Energy. This is an agreement between CenStar Energy Corp. (“CenStar”), an independent energy services company, and the undersigned customer (“Customer”) under which Customer shall initiate natural gas service and begin enrollment with CenStar (the “Agreement”). Subject to the terms and conditions of this Agreement, CenStar agrees to sell and deliver, and Customer agrees to purchase and accept the quantity of natural gas as estimated by CenStar, necessary to meet Customer’s requirements based upon consumption data obtained by CenStar or the delivery schedule of the Local Distribution Utility (the “LDC”). CenStar is not affiliated with and does not represent the LDC. The amount of natural gas supplied under this Agreement is subject to change based upon data reflecting Customer’s consumption obtained by CenStar or the LDC’s delivery schedule. The LDC will continue to deliver the natural gas and/or electricity supplied by CenStar.
  2. Term. This Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to CenStar is deemed effective by the LDC and go until date as stated on page 1. Unless otherwise agreed to, upon completion of the Initial Term, this Agreement will renew on a month-to-month basis with a monthly variable rate methodology with no change to the remaining terms (the “Renewal Term”). At least 30 days and no more than 60 days prior to the renewal date, CenStar will notify Customer in writing of the terms of renewal of this Agreement and of the Customer’s right to renew, reject or renegotiate this Agreement. While receiving service on a month-to-month basis, such notification will be provided only for the first renewal occurring at the end of the Initial term, and Customer or CenStar may cancel or terminate this Agreement by providing 30 days’ advance written notice of termination to the other party.
  3. Pricing, Billing, and Termination. Unless otherwise agreed to in writing, the price for all natural gas sold under this agreement shall be a fixed price as outlined above plus in each case, all applicable taxes.  If there is a material adverse change in the business or financial condition of Customer (as determined by CenStar at its discretion) or if Customer fails to meet its obligations under this Agreement then, in addition to any other remedies that it may have, CenStar may terminate this Agreement upon 15 days’ written notice to Customer. For fixed price service if usage over the course of the year exceeds the level of usage in the same month in the previous year (“Base Load”), the Customer will be charged a variable price tied to the basic average of that month’s Transco Zone 6 gas daily settlements for all usage in excess of the Base Load and the fixed price for usage up to the Base Load. If the usage in any month falls below the Base Load, the Customer will be charged the fixed price for all usage and shall be charged for hedging, cash out costs, settlement or balancing costs related to the positive difference between the Base Load and actual consumption. If CenStar concludes that a change in laws increases CenStar’s costs, the purchase price may be adjusted by CenStar to reflect such costs. “Laws” mean all tariffs, laws, orders, rules, taxes, regulations and utility changes to customer’s monthly capacity and/or transmission obligations. If Customer terminates this Agreement prior to the end of the Initial or Renewal Term or if CenStar  terminates this Agreement due to Customer’s breach,  the Customer shall pay CenStar , in addition to any other applicable charges, a cancellation fee equivalent to the multiplication of the (i) difference between the fixed price set forth in this Agreement and the calculation by CenStar  of the fixed price at the date of termination; and (ii) the estimated volumes for the remainder of the Initial or Renewal Term, as applicable, using the actual volumes received by Customer for the prior 12 month period as the volumes used in determining damages. Customer will receive a single bill for both commodity and delivery costs from the LDC. Customer payments remitted in response to a consolidated bill shall be pro-rated (when so required) in accordance with procedures adopted by the New York State Department of Public Service (the “DPS”). CenStar may assign and sell Customer accounts receivable to the LDC.   Failure by a commercial customer to make full payment of CenStar charges due on any consolidated bill prepared by the LDC for CenStar will be grounds for disconnection of utility services in accordance with NYPSC rules and regulations on the termination of service to non-residential customers, 16 NYCRR Section 13.3.
  4. Assignment. Customer may not assign its interests in and delegate its obligations under this Agreement without the express written consent of CenStar. CenStar may sell, transfer, pledge, or assign the accounts, revenues, or proceeds hereof, in connection with any financing agreement or receivables purchase program, and may assign this Agreement to another energy supplier, energy services company or other entity as authorized by the DPS.
  5. Information Release Authorization. Customer authorizes CenStar to obtain and review information regarding Customer’s credit history from credit reporting agencies and the following information from the LDC: consumption history; billing determinants; account number; credit information; public assistance status; existence of medical emergencies, status as to whether Customer has a medical emergency, is human needs, elderly, blind or disabled and data applicable to cold weather periods under PSL § 32 (3); and information pertaining to PSL § 33, tax status and eligibility for economic development or other incentives. This information may be used by CenStar to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. Customer’s execution of this Agreement shall constitute authorization for the release of this information to CenStar.  This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to CenStar or by calling CenStar at 1.877.529.6701.  CenStar reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
  6. Consumer Protections. The services provided by CenStar to Customer are governed by the terms and conditions of this Agreement and HEFPA for residential customers. CenStar will provide Customer at least 15 days’ notice prior to the cancellation of service to Customer. In the event of non-payment of any charges owed to CenStar, a residential Customer may be subject to termination of commodity service and the suspension of distribution service under procedures approved by the DPS. Customer may obtain additional information by contacting CenStar at 1.877.529.6701 or the DPS at 1-800-342-3377, or by writing to the DPS at: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: http://www.dps.state.ny.us. You may also contact the Department for inquiries regarding the competitive retail energy market at 1.888.697.7728.
  7. Agency-Gas. Customer hereby designates CenStar as agent to; (a) arrange and administer contracts and service agreements between Customer and CenStar and between the interstate pipeline transporters of Customer natural gas supplies; (b) nominate and schedule with the interstate pipeline the transportation of Customer’s natural gas supplies from the Sales point to the Delivery Points, and with the LDC for the transportation of the Customer’s natural gas supplies from the Delivery Points to the Customer’s end-use premises; and (c) aggregate Customer’s natural gas supplies with such supplies of other customers served by CenStar to maintain qualification for LDC transportation service and resolve imbalances that may arise during the term of this Agreement. CenStar as agent for the Customer will schedule the delivery of adequate supplies of natural gas that meet the Customer’s city gate requirements as established by the LDC and in response to information provided by the LDC. The Sales Points for the natural gas supplies provided under this Agreement will be a point or points located outside the State of New York as selected from time to time by CenStar to assure service reliability.  The Delivery Points for the natural gas transported by interstate pipelines will be the city gate stations of the LDC.  CenStar agrees to arrange for the transportation of the natural gas supplied under this Agreement from the Sales Points to the Delivery Points and from the Delivery Points to the Customer’s end-use premises.  These services are provided on an arm’s length basis and market-based compensation is included in the price noted above.
  8. Title. Customer and CenStar agree that title to, control of, and risk of loss to the natural gas supplied by CenStar under this Agreement will transfer from CenStar to Customer at the Sales Point(s).
  9. Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and CenStar. CenStar makes no representations or warranties other than those expressly set forth in this Agreement, and CenStar expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
  10. Force Majeure. CenStar will make commercially reasonable efforts to provide natural gas and/or electricity hereunder but CenStar does not guarantee a continuous supply of natural gas and/or electricity to Customer. Certain causes and events out of the control of CenStar (“Force Majeure Events”) may result in interruptions in service. CenStar will not be liable for any such interruptions caused by a Force Majeure Event, and CenStar is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include acts of God, fire, flood, storm, terrorism, war, civil disturbance, acts of any governmental authority, accidents, strikes, labor disputes or problems, required maintenance work, inability to access the local distribution utility system, non-performance by the LDC (including, but not limited to, a facility outage on its gas distribution lines or natural gas facilities), changes in laws, rules, or regulations of any governmental authority or any other cause beyond CenStar’s control.
  11. Liability. The remedy in any claim or suit by Customer against CenStar will be solely limited to direct actual damages (which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding 12 months). All other remedies at law or in equity are hereby waived. In no event will either CenStar or Customer be liable for consequential, incidental, indirect, special or punitive damages. These limitations apply without regard to the cause of any liability or damages. There are no 3rd beneficiaries to this Agreement.
  12. CenStar Contact Information. Customer may contact CenStar’s Customer Service Center at 1.877.529.6701, Monday through Friday 8:00 a.m. – 8:00 p.m. EST (contact center hours subject to change). Customer may write to CenStar at: CenStar, 1 Radisson Plaza, Ste 704 | New Rochelle, NY 10801.
  13. Dispute Resolution (Commercial). In the event of a billing dispute or disagreement involving CenStar’s service, Customer should contact CenStar’s Customer Service Center as provided above. Customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. If the parties cannot resolve the dispute within 45 days, either party may avail itself of all remedies available under law or equity. The DPS will not resolve Non Residential disputes associated with the services provided under this Sales Agreement. However, the DPS will monitor inquiries and contacts from Non-Residential customers regarding energy service companies and an excessive number of confirmed complaints may result in an energy service company no longer being eligible to supply natural gas or electricity in New York State. The DPS Office of Consumer Services can be reached at: New York State Public Service Commission, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223; or by visiting www.dps.state.ny.us.
  14. Choice of Laws. Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of New York. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to the application of its conflicts of law principles.
  15. Taxes and Laws. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on CenStar’s net income, shall be paid by Customer, and Customer agrees to indemnify CenStar and hold CenStar harmless from and against any and all such taxes.
  16. Regulatory Changes. This Agreement is subject to present and future legislation, orders, rules, regulations or decisions of a duly constituted governmental authority having jurisdiction over this Agreement or the services to be provided hereunder. If at some future date there is a change in any law, rule, regulation, tariff, or regulatory structure (“Regulatory Change”) which impacts any term, condition or provision of this Agreement including, but not limited to price, CenStar shall have the right to modify this Agreement to reflect such Regulatory Change by providing 30 days’ written notice of such modification to the Customer.
  17. Mandatory Arbitration. Any claim, dispute or controversy, regarding any contract, tort, statute, or otherwise (“Claim”), arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Commercial or Consumer rules, as applicable, in effect at the time the Claim is filed (“AAA Rules”). Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 1-800-778-7879. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District, or if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver”.
  18. Class Action Waiver. Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any entity or person not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION, HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.
  19. Emergency Service. The LDC will continue to respond to leaks and emergencies. In the event of a gas leak, service interruption or other emergency, Customer should immediately call the LDC at Con Edison 1-800-752-6633; Orange and Rockland at 1-877-434-4100; National Grid (NYC) at 718-643-4050 and 1-800-490-0045 (Long Island); RG&E at 1-800-743-1701 and NYSEG at 1-800-527-2714.
  20. Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. Customer and CenStar have caused this Agreement to be executed as of the date noted above on the first page of this Agreement, by individuals authorized to bind each party, and Customer has reviewed all terms herein.