HomeMy WebLinkAbout1998-243
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RESOLUTION NO. 98-243
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RESOLUTION OF THE MAYOR AND COMMON COUNCILOF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF CONTRACTS
BETWEEN SAID CITY AND THE STATE OF CALIFORNIA, ACTING BY AND
THROUGH ITS DEPARTMENT OF GENERAL SERVICES-ENERGY ASSESSMENTS
(DGS/EA) AND BETWEEN SAID CITY AND COMMONWEALTII ENERGY FOR
THE PURCHASE OF ELECTRICITY FOR ONE YEAR.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is hereby authorized to
execute, on behalf of said City, contracts between said City and the State of California,
acting by and through its department of General Services-Energy Assessments (DGS/EA)
and between said City and Commonwealth Energy for the purchase of electricity for one
year, a copy of which contracts are attached hereto marked "Electric Service Agreement"
and "Attachment 4" and incorporated herein by reference as fully as though set forth at
length herein.
SECTION 2. The agreements shall not take effect until fully signed and executed
by all parties. The City shall not be obligated hereunder unless and until the agreements
are fully executed and no oral agreement relating thereto shall be implied or authorized.
SECTION 3. The authorization to execute the above referenced agreements is
rescinded if the parties to the agreements fail to execute them within ninety (90) days of
the passage of this resolution.
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IMPORTANT NOTE -
Resolution 98-243 is null and
void because it was not
executed within time specified.
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. 98,.243
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RESOLUTION.. . AUTHORIZING TIm EXECUTION OF CONTRACTS BETWEEN
SAID CITY AND TIlE STATE OF CALIFORNIA, ACTING BY AND TIIROUGH ITS
1 DEPARTMENT OF GENERAL SERVICES-ENERGY ASSESSMENTS (DGS/EA) AND
BETWEEN SAID CITY AND COMMONWEALTII ENERGY FOR TIlE PURCHASE
2 OF ELECTRICITY FOR ONE YEAR.
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a regular
meeting thereof,
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held on the 17th day of August
Council Members AYES
ESTRADA x
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LIEN x
ARIAS .JL
SCHNETZ x
DEVLIN x
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ANDERSON
MILLER x
, 1998, by the following vote, to wit:
NAYS
ABSTAIN ABSENT
~er~
The foregoing resolution is hereby approved thisl1~ay of
August , 1998.
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Approved as to form and
23 legal content:
24 James F. Penman,
25 City Attorney
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TII VALLES, Mayor
of San Bernardino
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'98-243
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STATE OFCU.IFOR.~"IA.
'STANDARD AGREEMENT
SID 2 (REV. 5-91)
- APPROvED 8 Y TIlE
ATrOR.'ffiY GENERAL:
CONTRACT NUMBER A..\l NO.
TAXPAYER'S FEDERAL EMPLOYER LD. NO.
THIS AGREEMENT, made and entered into this _ day of . 1998 ,
in the State of California, by and between State of California, through it's duly elected or appointed, qualified and acting
TmE OF OFFICER AC';"G FOR STATE AGENCY Dept. of General Services, Real Estate Services Div.
ChIef Energy Assessments Section (hereaft., called rhe DGS/EA). ",d
NON STATE AGENCY
The City of San Bernardino
(hereafter called the DGS1E4. Cusro'mer).
ELECTRIC SERVICE AGREEMENT
The Parties agree as follows:
1. Purpose of the Aoreement
DGS/EA has entered into a Master Service Agreement with certain Electric Service Providers
with the intent of having these entities provide electricity and/or related services to DGS/EA
Customers. The purpose of this Agreement is to set forth the obligations that DGS/EA and
DGS/EA Customers have in order to allow DGS/EA Customers to gain access to these Electric
Service Providers pursuant to the Master Service Agreement.
Continued. . .
In wieness whereof. this agreement has been executed by the parties hereto. upon the datefirsr above written,
NON-STATE GOVERNMENT AGENCY
L'
STATE OF C.utFORNIA
GENCY Department of Gel)C!ral Services
Real Estate Se
Y (AUTHORIZED SIGNATURE)
BY (AlZTHORlZED SIG~An..,'RE)
RINTED NAME AND TITLE OF PERSON SIG?>llNG
DOUGLAS M. GRANDY
DRESS Chief, Energy Assessments Section
A..\.IOL'NT E'-lCl,;}..lBERED BY THIS
DOCt,'ME}iT
$
ROGRA.WCATEGOR Y (CODE A.....m TITLE)
FUND TITI.E
DEPARTMENT OF GENERAL SER'lCES
USE ONLY
PRIOR AMOLm ~ct)1fBERED FOR
TIlls CONTRACT
$
M
TOTAL AMOUNT ENCL"MBERED TO
DATE
$
ARF Work Order ~wnber:
I hereby certil'y upon my own penonal knowledge that budgeted funds
are anilable for the period and purpose ofthe npendlture stated above.
B.R.~O
SIG}.;ATLRE OF ACCOl.~IING OFFICER
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2. Definitions
"Account" means a specific DGS/EA Customer electric account, as identified
by meter number and location, and/or UDC account number in Appendix A.
"CPUC" means the California Public Utilities Commission or its successor
agency with regulatory jurisdiction over the retail sale of electric services in
California.
"DGS/EA" means the State of California's Department of General Services,
Energy Assessments Section.
"DGS/EA Customer" means The City of San Bernardino , a public
agency, which intends to receive electricity and/or related services through
this Agreement.
"Direct Access" means the provision of electric power and related services to
an end-use customer by an entity other than its UDC.
"Direct Access Service Request" (or "DASR") means the document submitted
to a UDC pursuant to its Direct Access tariff(s), initiating a change in either an
end-use customer's Electric Service Provider or conditions of service by an
electric service provider.
"Electric Commoditv" means unbundled electric requirements, as defined in
Section 6.2 of this Agreement.
"Electric Service Provider" (or "ESP") means an entity other than the UDC
that provides electric power and/or related services to an end-use customer
pursuant to the UDC's Direct Access tariff(s).
"FERC" means the Federal Energy Regulatory Commission.
"Full Service Provider" means a provider of bundled electric commodity, Scheduling
Coordination, and Revenue Cycle Services under this Agreement.
"Indeoendent Svstem Ooerator" (or "ISO") means the California Independent System
Operator.
"Interval Meter" means a meter that meets all applicable requirements established by
the CPUC's Direct Access rules, as set forth in Appendix A to 0.97-10-087 and any
other applicable CPUC decision or rule.
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"Master Service Aqreement" (or "MSA") means Master Service Agreement RFP MSA
7013 (and Revision A) between the Service Providers offering electric services to
DGS/EA Customers and DGS/EA.
"Power Exchanqe" (or "PX") means the California Power Exc~ange as identified in
Chapter 2.3 of the California Public Utilities Code.
"Prudent Electric Practice" means those practices, methods and acts, including
provision for contingencies, that electric utilities and ESPs within the Western United
States commonly used to provide electric services reliably, safely, efficiently and
economically and in accordance with all applicable laws and governmental rules,
regulations and orders.
"Requirements" means the total amount of electric power necessary for a DGS/EA
Customer Account to meet its needs during a particular monthly billing cycle.
"Revenue Cvcle Services" generally means services related to the metering and billing
of electric power. Such services may include, without limitation: metering services
(including meter sales, installation, testing and maintenance), meter data management
services (including meter reading, validation, editing, transferral and record keeping),
billing services, and preparation and dissemination of customer information.
"Schedulinq Coordinator" means the person or entity responsible for matching the
DGS/EA Customer's electric power load with generation and for submitting electric
power schedules as prescribed by the CPUC, FERC, and other applicable reliability
guidelines and requirements.
"Service Provider" means an ESP selected by DGS/EA to offer services under this
Agreement to DGS/EA Customers.
"Utilitv Distribution Companv" (or "UDC") means the public utility providing distribution
wire service to the DGS/EA Customer.
3. Term and Termination
This Agreement shall be effective from the date noted above. Either Party may
terminate this Agreement upon 60 days' written notice, provided that all Accounts, as
shown in Appendix A, have completed their service term, and provided that the
DGS/EA Customer has made all payments due under the Agreement. Unless
terminated earlier in accordance with Sections 3, 9 or 10 of this Agreement, this
Agreement will terminate on March 31, 2000, or upon completion of the term(s) of any
appendices to this Agreement, whichever is later.
4. Authoritv and Aqency Relationship
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The DGS/EA Customer appoints DGS/EA as the DGS/EA Customer's agent for the
term of this Agreement to coordinate the procurement of electricity and related services
for the Accounts listed in Appendix A, and to take such actions, including the execution
of agreements with third parties, as are reasonably required in order to provide
services under this Agreement. Unless DGS/EA is identified in this Agreement or in an
appendix hereto as a provider of electric services, DGS/EA is acting solely as an agent
in the procurement process and does not take title to any electricity delivered by a
Service Provider to a DGS/EA Customer, and does not assume legal responsibility for
such deliveries or liability for any failure of a Service Provider. The DGS/EA Customer
recognizes that DGS/EA has made all reasonable steps to ensure that each Service
Provider is capable of providing reliable service to DGS/EA Customers. However,
DGS/EA cannot guarantee any third party's performance of that party's separate
responsibilities to the DGS/EA Customer.
5. DGS/EA Obliaations
DGS/EA shall be responsible for arranging for the procurement of electric
Requirements and associated services for the Accounts identified in Appendix A. It is
the desire of DGS/EA to make the procurement of electric Requirements and services
simple and reliable, and at a price within the range of the California market for similar
goods and services. In the provision of these services, DGS/EA or its authorized
agents will:
· Offer DGS/EA Customers a variety of options for the acquisition of electricity and
related services, including Scheduling Coordination and Revenue Cycle Services,
in accordance with applicable California law and agency requirements, at rates,
terms and conditions deemed reasonable to DGS/EA in accordance with the MSA;
provided that rates, terms and conditions for specific service options offered by third
party service providers or by DGS/EA shall be as set forth in the appendices
attached hereto;
· Execute a UDC-ESP Service Agreement and comply with all laws, orders, and
regulations governing ESPs (if providing service as an ESP).
. Protect from disclosure to entities other than the Service Provider all DGS/EA
Customer Account usage data and other customer information identified as
confidential by the DGS/EA Customer, unless such data or information is publicly
available or required to be disclosed in order to comply with any applicable law,
order or regulation;
. Monitor the performance of all Service Providers;
. Periodically update the electric service options available to DGS/EA Customers by
soliciting bids for electric Requirements and associated services from suppliers, and
inform each DGS/EA Customer when new services become available;
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· Participate in relevant CPUC electric proceedings to assess the impact of regulatory
developments on DGS/EA Customers;
· Provide general information, advice and additional assistance on any matters
associated with the provision of electric service to the DGS/EA Customer Accounts
listed in Appendix A. For example, DGS/EA will provide DGS/EA Customers with
information regarding service options, etc.
6. DGS/EA Customer Options
Under this Agreement, a DGS/EA Customer may select a "bundled" or "full"
service option, in which a Full Service Provider supplies firm or interruptible
electric power Requirements (either "all source" power or "green power"
obtained from renewable generation sources), together with all associated
Scheduling Coordination and Revenue Cycle Services (including meter services,
meter data management, billing and customer information). Alternatively, a
DGS/EA Customer may opt to separately select, on an "unbundled" basis, one or
more of these services. In the appendices to this Agreement, the DGS/EA
Customer shall indicate which options and Service Provider(s) it has chosen,
and which goods and services it has agreed to purchase through DGS/EA under
the terms of this Agreement. In Appendix A to this Agreement, the DGS/EA
Customer has listed all Accounts (identified by location and UDC account
number) subject to this Agreement
6.1 Full Service
A DGS/EA Customer choosing to take service from a Full Service Provider will
receive firm or interruptible electric Requirements and associated services
according to the rates, terms and conditions set forth in the applicable appendix
to this Agreement, the MSA, and any additional contract between the DGS/EA
Customer and the Full Service Provider. In general, the Full Service Provider
will supply or arrange for the provision of electric commodity (either "all source"
or green power, according to the DGS/EA Customer's election), together with all
necessary Scheduling Coordination, transmission and distribution, and Revenue
Cycle Services.
6.2 Unbundled Electric Commodity
A DGS/EA Customer purchasing "Unbundled Electric Commodity" service under
this Agreement will receive firm or interruptible electric Requirements according
to the rates, terms and conditions set forth in the applicable appendix to this
Agreement, the MSA and any additional contract between the DGS/EA Customer
and the Service Provider. The Service Provider will coordinate as necessary
with the providers of Scheduling Coordination and/or Revenue Cycle Services.
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6.3
Unbundled Schedule Coordination
A DGS/EA Customer purchasing "unbundled Schedule Coordination" service
under this Agreement will receive Scheduling Coordination service at the rates,
terms and conditions set forth in the applicable appendix to this Agreement, the
MSA and any additional contract between the DGS/EA Customer and the
Service Provider. The Scheduling Coordinator will coordinate as necessary with
the providers of commodity and/or Revenue Cycle Services.
Unless otherwise indicated, the Scheduling Coordinator will perform all
necessary Scheduling Coordination functions, and initially pay all charges
associated with Scheduling Coordination assessed by the ISO and the PX. This
obligation includes, without limitation: 1) scheduling electric power deliveries to
each DGS/EA Customer Account subject to the tariffs and protocols of the ISO
and PX; 2) providing all ancillary services required for the transportation of
electric power to the Delivery Point(s); 3) compensating the ISO for transmission
losses; 4) paying charges of the ISO and the PX; and 6) paying for energy
imbalance and unaccounted for energy charges imposed by the ISO. The
Scheduling Coordinator may, in performing its responsibilities, rely upon the
ISO's real time balancing services in a manner consistent with the provisions of
the MSA, applicable, tariffs, and Prudent Electric Practice.
6.4 Unbundled Revenue Cycle Services
A DGS/EA Customer purchasing electric power from a non-DGS/EA supplier
may opt to separately purchase "unbundled Revenue Cycle Services" under this
Agreement. In general, such services will consist of metering services, meter
data management (including meter reading), billing and customer information
services. Details regarding such services and the applicable rates, terms and
conditions are set forth in the appendices to this Agreement and in separate
contracts with individual Service Providers. If a DGS/EA Customer receives
Unbundled Electric Commodity, Schedule Coordination or Revenue Cycle
services under this Agreement, it must arrange for all necessary coordination
between its commodity supplier, Scheduling Coordinator and/or Revenue Cycle
Services provider(s) in a manner that is agreeable to all parties and will enable
the effective provision of services under this Agreement.
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6.5 Interval Meter Purchase and Installation
According to the currently applicable rules and regulations of the CPUC, a
DGS/EA Customer Account with a load of 50 kW or more must have an Interval
Meter that meets the technical specifications approved by the CPUC.1 If the
DGS/EA Customer is taking service from a Full Service Provider, the Full
Service Provider will supply new meters (if needed), together with necessary
testing, certification and maintenance, at the rates, terms and conditions
indicated in the applicable appendices. Otherwise, a DGS/EA Customer may
purchase a meter separately from one of the Service Providers offering
unbundled Revenue Cycle Services. A DGS/EA Customer may not begin
receiving service under this Agreement until an appropriate meter has been
installed, tested and certified as meeting the CPUC's requirements.
7. DGS/EA Customer Obliaations
The DGS/EA Customer agrees to:
. Purchase through DGS/EA, and from the indicated Service Provider(s) (if other than
DGS/EA) its electric Requirements and/or other services associated with the
Account(s) listed in Appendix A at the rates, terms and conditions set forth in the
applicable appendices;
. Pay to DGS/EA a service fee that shall be set forth in Appendix B to this Agreement.
. If meter consumption data is maintained by a Meter Data Management Agent
("MDMA") other than DGS/EA or a Service Provider providing services through the
DGS/EA procurement process, the DGS/EA Customer must provide DGS/EA with
written proof that the MDMA is qualified under the applicable requirements of the
CPUC. The MDMA must submit monthly meter consumption data to the Service
Provider which provides the billing services. The data must be submitted on a
schedule and in a form to be prescribed by DGS/EA or the Service Provider;
. Cooperate with DGS/EA when DGS/EA prepares requests for proposals, bids,
contracts or other documents in order to allow DGS/EA to offer existing or additional
electric services to the DGS/EA Customer. (Such cooperation will include providing
data and other information that DGS/EA requires in order to prepare such
documents.);
I As of the date of this Agreement, interim CPUC regulations permit accounts with a maximum demand (as
defined in the UDC tariffs) between 20 and 50 kW to take se"ice from non-UDC electric service providers without
installing an inte,,'al meter. Be advised, however, that this permissive regulation may be eliminated in the future.
DGS/EA Customers with loads less than 50 kW are advised to consult with DGS/EA regarding metering and load
profiling options.
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· Make payments to the Service Provider providing billing services in the amounts
invoiced, in accordance with the applicable Service Provider's procedures;
· Notify DGS/EA and the Service Provider(s) in advance of any scheduled changes in
operations that might cause its estimated electric Requirements to significantly
change. Unscheduled changes in operations should be brought to the attention of
DGS/EA and the Service Provider as soon as possible. Such changes in operations
would include, but not be limited to, shutting off major equipment, new facilities
being added to the load, etc. Should the DGS/EA Customer fail to advise DGS/EA
and the Service Provider of any changes in operations as soon as such changes
are known, the DGS/EA Customer will be liable to the Service Provider for any
increased costs or penalties incurred as a result.
· Provide written notification to DGS/EA of any significant problems or delays
regarding the provision of services by a Service Provider under the MSA and this
Agreement.
8. Billina and Pavment
The DGS/EA Customer's billing preferences are set forth in Appendix C to this
Agreement. First, the DGS/EA Customer has a choice of which party shall render
invoices to the DGS/EA Customer. The DGS/EA Customer can opt to have the UDC,
the Electric Service Provider, or DGS/EA provide the total bill (containing the others'
charges) to the DGS/EA Customer. Alternatively, the DGS/EA Customer may choose
to have disaggregated billing, in which the parties would render separate invoices for
their respective charges.
Secondly, the DGS/EA Customer also should indicate whether it prefers a single
master invoice or multiple invoices. If the DGS/EA Customer chooses to receive
multiple invoices, it must clearly indicate the manner in which it wishes Accounts to be
grouped for invoicing purposes. Procedures for billing and payment will be established
separately by the Service Provider, and set forth in an appendix to this Agreement
and/or in a separate contract between the Service Provider and the DGS/EA Customer.
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9. Default and Dispute Resolution
The failure of either the DGSfEA Customer or DGS/EA to fulfill any material duties or obligations under
this Agreement shall be a default. The Parties shall deal in good faith and attempt to resolve potential
disputes informally. Any dispute arising under the terms of this Agreement that is not disposed of within
a reasonable period of time by discussion between the representatives of DGS/EA and the DGSfEA
Customer normally responsible for the administration of this Agreement shall be brought to the attention
of each Party's department director or designee for joint resolution. If agreement cannot be reached
through the intervention of the department directors/designees, either Party may pursue its rights and
remedies in any manner permitted by law.
10. Regulatory Change
Should the cpue, FERC, the California Legislature, or UDe act in a manner that is in conflict with
sound business practices, or imposes significant unanticipated risk on either Party to this Agreement, or
substantially prevents either Party from performing its functions under this Agreement, the Parties shall
meet and negotiate in good faith an appropriate amendment to this Agreement. If the Parties are unable
to renegotiate the terms of this Agreement either DGSfEA or the DGS/EA Customer may terminate this
Agreement on no less than 90 days' notice, provided, however, that if the date the anticipated change is
scheduled to take effect less than 90 days from the completion of negotiations, then termination may
occur on the day that the change commences. The DGSfEA Customer shall pay any service fees incurred
prior to termination.
The Parties agree that delay in full implementation of Direct Access by the ISO, FERC, the epuc or any
other regulatory or judicial entity shall not be considered a regulatory change under this section unless
the Parties mutually agree to consider it such.
I I. Assignment
Neither Party shall assign this Agreement or any of its rights or obligations hereunder without the prior
written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Neither
DGSfEA nor the DGSfEA Customer may, in any event, assign this Agreement to any non-public entity.
12. Intel!ration
This Agreement and applicable appendices constitutes the entire agreement between the Parties. No
amendment, modification or change to this Agreement shall be enforceable except by written amendment
agreed to and executed by both Parties. No waiver, benefit, privilege or service voluntarily given or
performed by either Party shall give the other any contractual right by custom, estoppel, or otherwise.
Attached as appendices are the following, which are incorporated herein by reference:
Appendix A - Summary of Account Information
Appendix B - DGS/EA Service Fee
Appendix C - DGS/EA Customer's Billing Preferences
Appendix D - Amendments to the Electric Service Agreement
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13. Limitation of Liabilitv
The DGS/EA Customer acknowledges and agrees that to the extent DGS/EA is
arranging for provision of any services under this Agreement via contract with third
parties, DGS/EA shall have no liability for the actions of those third parties. In any
event, the Parties' remedies under this Agreement shall be limited to direct actual
damages only. Neither Party shall be liable for consequential, incidental, punitive,
exemplary or indirect damages, lost profits or other business interruption damages of
any kind.
14. Conflict with ExistinQ Law
The DGS/EA Customer and DGS/EA agree that if any provision of this Agreement is
found to be illegal or unenforceable, such provision shall be stricken and all remaining
provisions of the Agreement shall remain in full force and effect.
15. PUBLIC ENTITY EXPENDING STATE FUNDS:
The contracting parties shall be subject to the examination and audit or the Auditor
General for a period of three years after the final payment under the contract
(Government Code Section 10532) if the amount is over $10,000.
16. AMENDMENT:
This agreement may be amended by written mutual consent of both parties.
17. NONDISCRIMINATION CLAUSE:
During the performance of this contract, contractor and its subcontractors shall not
unlawfully discriminate, harass or allow harassment, against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition
(cancer), age (over 40) marital status, and denial of family care leave. Contractor and
subcontractors shall insure that the evaluation and treatment of their employees and
applicants for employment are free of such discrimination and harassment. Contractor
and subcontractors shall comply with the provisions of the Fair Employment and
Housing Act (Government Code Section 12900 et seq.) and the applicable regulations
promulgated thereunder (California Code of Regulations, Title 2, Section 7885.0 et
seq.). The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code, Section 12990 (a-f), set forth in Chapter 5 of Division
4 of Title 2 of the California Code of Regulations are incorporated into this contract by
reference and made a part hereof as if set forth in full. Contractor and its
subcontractors shall give written notice of their obligations under this clause to labor
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organizations with which they have a collective bargaining or other agreement. This
contractor shall include the nondiscrimination and compliance provision of this clause
in all subcontracts to perform work under this contract.
18. STATEMENT OF COMPLIANCE:
The Contractor, by signing the contract, constitutes a certification under the penalty of
perjury under the laws of the State of California that the Contractor has, unless
exempted, complied with the nondiscrimination program requirements of Governmentt-. '
Code Section 12990 (a-f) and Title 2, California Code of Regulations, Section 8103.
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19. DRUG-FREE WORKPLACE CERTIFICATION:
By signing this contract, the contractor grantee hereby certifies under penalty of perjury
under the laws of the State of California that the contractor or grantee will comply with
the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section
8350 et seq.) and will provide a drug free workplace by taking the following actions:
A. Publish a statement notifying employees that unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited and specifying
actions to be taken against employees for violations, as required by Government Code
Section 8355(a).
B. Establish a Drug-Free Awareness Program as required by Government Code
Section 8355(b) to inform employees about all of the following:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and
4) penalties that may be imposed upon employees for drug abuse violations.
C. Provide, as required by Government Code Section 8355(c), that every employee
who works on the proposed contract:
1) will receive a copy of the company's drug-free policy statement; and,
2) will agree to abide by the terms of the company's statement as a condition of
employment on the contract.
Failure to comply with these requirements may result in suspension of payments under
the contract or termination of the contract or both and the contractor or grantee may be
ineligible for award of any future state contracts if the department determines that any
of the following has occurred: (1) the contractor or grantee has made a false
certification, or (2) violates the certification by failing to carry out the requirements as
noted above.
20. AMERICANS WITH DISABILITY ACT:
By signing this contract, Contractor assures that state that it complies with the
Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which
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prohibits discrimination on the basis of disability, as well as all applicable regulations
and guidelines issued pursuant to the ADA.
24. Notices
All notices to DGS/EA should be sent to:
Department of General Services I Energy Assessments
717 K Street, Suite 409
Sacramento, CA 95814
Attn: Electric Program Manager
Communications regarding routine matters or emergencies should be via
telephone, fax or e-mail to the appropriate customer representative.
All notices to the DGS/EA Customer should be sent to:
Name: The City of San Bernardino-Facilities Management
Address: 300 North D Street
San Bernardino, CA 92418
Attn: Jim Sharer or Janet Mauren
If the DGS/EA Customer wishes to supply contact names and numbers for
individual Accounts, such information should be included in Appendix A.
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98-243
APPENDIX A
SUMMARY OF ACCOUNT INFORMATION
1. DGS/EA Customer name: The City of San Bernardino
2. Facility name and location address:2 See Appendix A
3.
UDC: Edison
UDC Account number(s): See Appendix A
4.
Billing address:
City of San Bernardino
300 North D St. - Facilities
San Bernardino, CA 92418
5.
6.
Billing codes (if any):
See Appendix A
Contact (for scheduling/delivery questions):
Name: Jim Sharer
Phone:
Fax:
(909) 384-5244
(909) 384-5012
7. Contact (for billing questions):
Name: Janet Mauren
Phone:
Fax:
(909) 384-5244
(909) 384-5012
8. Other:
'Please complete a separate Summary of Account Infonnation fonn for each facility location. If a facility has more
than one Account at the same address. please clearly identify each account in response to Question 3.
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98-243
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APPENDIX B
DGS/EA SERVICE FEE
Effective July 1, 1998, the DGS/EA monthly service fee for services provided under this
DGS/EA Interagency Electric Service Agreement shall be .25% (25/100th of a percent)
of the product of: (a) the otherwise applicable tariff rate and (b) the consumption in
kWhrs.
For example: if the UDC would have charged $100 in a month for service to a
DGS/EA Customer, then the DGS fee would be $0.25 (Le., .25% times $100).
This service charge may be adjusted from time to time, subject to prior 30-day
written notice by DGS/EA to the DGS/EA Customer.
Except for the event described below the total of the DGS/EA service fee, plus all other
applicable charges from DGS/EA, Service Provider(s) and the UDC, will not exceed the
amount that the DGS/EA Customer would be charged for equivalent bundled service
under the otherwise applicable UDC rate schedule.
In the event that the DGS/EA Customer chooses a service option which is priced above
market (e.g., green power priced at a premium), the preceding paragraph does not
apply.
Page 15
98-243
APPENDIX B
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'98-243
APPENDIX C
DGS/EA CUSTOMER's BILLING PREFERENCES
Invoices Should Be Submitted To The DGS/EA Customer Bv:
[i] The Local Utility Distribution Company (UDC)
D DGS/EA
D The Energy Service Provider
D Each party ("Disaggregated" Bills)
Stvle Of Billino
GJ
D
Master (all DGS/EA Customer's Accounts Shown)
Multiple Locations (e.g., Invoices by Dept. or Geography)
Note: During the first few months of service, billing option is defaulted to the
UDC - Master option. DGS/EA will convert billing to the preferences, as indicated
above, as soon as practicable.
Page 16
. 98"'"243
Appendix D
Amendments to the Electric Service Agreement
The following are language amendments to this Agreement. Such amendments should
be considered in full force and effect as if they were actually placed within the
appropriate sections.
· Section 12: Added at the end of the Section - "Attached as appendices are the
following, which are incorporated herein by reference:
=> Appendix A - Summary of Account Information
=> Appendix B - DGS/EA Service Fee
=> Appendix C - DGS/EA Customer's Billing Preferences
=> Appendix D - Amendments to the Electric Service Agreement
· Section 18: Strike "Code Section 12900" and revise to "Code Section12990"
17
98'-243
.
ATTACHMENT 4
ESP & DGSIEA CUSTOMER RESPONSffiILITY
The purpose of this Attachment is to establish the responsibilities of Commonwealth Energy (the
"Electric Service Provider") and The City of San BernarcX:the "DGSIEA Customer"), also
referred to herein individually as "Party" and collectively as the "Parties".
Recitals
A. The Electric Service Provider is a private corporation with headquarters located at
15991 Redhill Avenue, Suite 201, Tustin, CA 92780.
B. The DGSIEA Customer is a state or local public sector entity that purchases
electric services pursuant to an agreement with DGSIEA.
C. The DGSIEA Customer intends to purchase electric services from the Electric
Service Provider, and the Electric Service Provider intends to provide such electric
services, pursuant to the terms and conditions of this Attachment 4, the associated
Service Order and the MSA 7013 (including all revisions thereto).
1. Definitions
"Account" means a specific DGS/EA Customer account, as identified by meter number and
location and/or UDC account number in Attachment 1 to the associated Service Order.
"CPUC" means the California Public Utilities Commission or its successor agency with regulatory
jurisdiction over the retail sale of electric services in California.
"Delivery Point" means the point at which the facilities of the UDC interconnect with the DGS
Customer's facility.
"DGSIEA Service Fee" means the service fee paid to DGSIEA by the DGSIEA Customer
pursuant to Appendix B of the agreement between DGSIEA and the DGSIEA Customer.
"Direct Access" means the provision of electric power and related services to an end-use
customer by an entity other than its UDC.
"Direct Access Service Request" or "DASR" means the document submitted to a UDC pursuant
to its Direct Access tariffts), initiating a change in either an end-use customer's Electric Service
Provider or conditions of service by an Electric Service Provider.
1
, , 98-243
"Electronic Data Interchange" or "EDI" means the capability to exchange data between the
DGS/EA Customer and the Electric Service Provider as needed to conduct business under this
Attachment 4, Such capability shall also include the ability to make electronic payments for
services rendered under this Attachment 4,
"Electric Service Provider" or "ESP" means an entity other than the UDC that provides electric
power and/or related services to an end-use customer pursuant to the UDC's Direct Access
tariff(s) ,
"FERC" means the Federal Energy Regulatory Commission,
"F orce Majeure" shall have the meaning set forth in the MSA, except that the definition of Force
Majeure shall not include a regulatory change, which is separately defined and addressed in
Section 11.
"Full Service Provider" means an ESP that provides electricity and required associated services
such as scheduling coordination and revenue cycle services.
"Independent System Operator" or "ISO" means the California Independent System Operator,
"Interval Meter" means a meter that meets all applicable requirements established by the CPUC's
Direct Access rules, as set forth in Appendix A to D,97-10-087 and any other applicable CPUC
decision or rule,
"Master Service Agreement" or "MSA" means Master Service Agreement RFP MSA 7013
between the Electric Service Provider and DGS/EA, including its appendices and any subsequent
revisions to either the MSA or its appendices,
"Power Exchange" or "PX" means the California Power Exchange, as identified in Chapter 2,3 of
the California Public Utilities Code,
"Prudent Electric Practice" means those practices, methods, and acts, including provisions for
contingencies, that electric utilities and ESPs within the western United States commonly employ
to provide electric services reliably, safely, efficiently, economically and in accordance with all
applicable laws and governmental rules, regulations and orders,
"Requirements" means the total amount of electric power necessary for the DGS/EA Customer
Account to meet its needs during a particular montWy billing cycle,
"Revenue Cycle Services" generally means services related to the metering and billing of electric
2
'98-243
power. Such services may include, without limitation: metering services (including meter sales,
installation, testing and maintenance), meter data management services (inciuding meter reading,
validation, editing, transferral and record keeping), billing services, and preparation and
dissemination of customer information.
"Service Order" means a letter agreement prepared by DGSIEA, and executed by DGSIEA and
an Electric Service Provider, describing and specifYing rates, terms and conditions applicable to
the electric services procured through DGSIEA and available to DGSIEA Customers.
"Utility Distribution Company" or "UDC" means the public utility company providing distribution
wire service to the DGSIEA Customer.
"UDC Charges" means charges imposed by the UDC under applicable tariffs for electric services
provided to a customer taking Direct Access service from an Electric Service Provider. Such
charges may include, without limitation, distribution service charges, ISO access charges,
competitive transition charges, charges for public purpose programs and other nonbypassable
charges, applicable taxes and franchise fees.
2. Term and Termination
The term of this Attachment 4 shall coincide with the term of the associated Service Order. To
the extent that the Service Order or the agreement between DGSIEA and the DGSIEA Customer
are terminated, for any reason, then this Attachment 4 also shall terminate on the same date.
In addition, this Attachment 4 may also terminate in accordance with Sections 9 or 12 of this
Attachment 4.
3. Relationship with MSA
The DGSIEA Customer has chosen to purchase services from the Electric Service Provider as a
result of the Electric Service Provider's participation in the DGSIEA solicitation process, and on
the basis of the Electric Service Provider's promise to provide service in accordance with rates,
terms and conditions set forth in the Master Services Agreement ("MSA"). Therefore, the
Electric Service Provider agrees that it will provide service to the DGSIEA Customer that is
consistent with the relevant terms and conditions in the MSA, and with any Service Order issued
thereunder.
DGS will not take possession of electricity nor be liable for payments associated with this service.
DGS acts as an agent for its client agencies arranging delivery of electrical services.
4. Obligations of Electric Service Provider
3
. 98~24;3 .
4.1 Provision of Electric Services
The Electric Service Provider, acting as a Full Service Provider, shall be
responsible for supplying electric Requirements, schedule coordination, and
Revenue Cycle Services to the DGS/EA Customer Accounts identified in
Appendix A hereto. 1 Unless the DGS/EA Customer expressly agrees that services
may be provided by an agent or subcontractor, all services shall be provided
directly by the Electric Service Provider. The DGS/EA Customer's selection from
among the Electric Service Provider's service options (if any) and metering
information shall be indicated for each Account in Appendix A. Such services
shall be governed by the terms and conditions in the MSA, and associated Service
Order(s), this Attachment 4 and applicable appendices hereto.
4.2 Direct Access Service Arranaements
Unless otherwise provided in a Service Order or appendix to this Attachment 4,
the Electric Service Provider will be responsible for preparing, submitting and
obtaining the timely approval of the Direct Access Service Request ("DASR") and
any other documents necessary to arrange with the UDC for the commencement of
service under this Attachment 4. The Electric Service Provider will keep the
DGS/EA Customer and DGS/EA informed as to the progress of such
arrangements.
4.3 Schedule Coordination
Unless otherwise indicated herein, the Electric Service Provider will perform all
necessary scheduling coordination functions, and initially pay all charges associated
with schedule coordination assessed by the Independent System Operator ("ISO")
and the California Power Exchange ("PX"). This obligation includes, without
limitation: 1) scheduling electric power deliveries to each DGS/EA Customer
Account(s) subject to the tariffs and protocols of the ISO and PX; 2) providing all
ancillary services required for the transportation of electric power to the Delivery
Point(s); 3) compensating the ISO for transmission losses; 4) paying any
congestion charges imposed by the ISO; 5) paying for the administrative charges
of the ISO and the PX; and 6) paying for energy imbalance and unaccounted for
energy charges imposed by the ISO. The Electric Service Provider may, in
1 If the Parties are contracting for bundled service for some Accounts and unbundled
service for others, the services applicable to each Account should be clearly indicated in Appendix
A.
4
98.,.243
performing its scheduling coordination responsibilities, rely upon the ISO's real
time balancing services in a manner consistent with the provisions of the MSA,
applicable tariffs, and Prudent Electric Practice.
4.4 Compliance with ESP requirements
The Electric Service Provider shall comply with all laws, regulations, standards
and tariffs applicable to it as an Electric Service Provider providing services to the
DGS/EA Customer.
4.5 Coordination with other Service Providers
The Electric Service Provider acknowledges that the DGS/EA Customer may
choose to purchase new meters (together with installation and testing services)
from another entity. If this occurs, the Electric Service Provider is obligated to
coordinate as necessary with the entity providing such metering services, to share
DGS/EA Customer information, if necessary, and to otherwise act in a manner that
facilitates the effective and timely performance of each party's obligations to the
DGS/EA Customer.
4.6 Responsibilitv for Performance of AlI:ents
If an agent of the Electric Service Provider is to provide any services under this
Attachment 4, the Electric Service Provider assumes full responsibility for the
agent's performance under the terms of this Attachment 4 and the MSA, and will
be liable to DGS/EA and/or the DGS/EA Customer for any default or failure to
perform.
4.7 DGS/EA Service Fee
The DGS/EA Customer has, pursuant to Appendix B of the agreement between
the DGS/EA Customer and DGS/EA, agreed to pay DGS/EA a service fee in
exchange for services rendered that agreement. The Electric Service Provider shall
include this DGS/EA Service Fee as a separate line item in its monthly invoice to
the DGS/EA Customer. The ESP shall, upon collection of this service fee from
the DGS/EA Customer, turn over such monies to DGS/EA according to
procedures that shall be established by agreement between DGS/EA and the
Electric Service Provider.
5. Obligations ofDGS/EA Customer
5.1 Obligation to pay for Electric Services
5
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. 98-243
;
The DGS/EA Customer will pay for the electric services provided under this
Attachment 4, at the rates set forth in Appendix A and pursuant to the terms and
conditions set forth below. Regardless of whether the DGS/EA Customer has
chosen Consolidated or Separate billing, the DGS/EA Customer agrees to pay all
invoiced charges in full and in a timely manner in accordance with Section 8 of this
Attachment. The DGS/EA Customer will also reimburse the Electric Service
Provider for any costs or service charges that may be imposed by the UDC for
arranging service changes.
5.2 Information! Access to Facilities
The DGS/EA Customer will provide the Electric Service Provider information and
all other assistance necessary for preparation of the DASR and as otherwise
needed for implementation of Direct Access service to the DGS/EA Customer's
Account(s). The DGS/EA Customer authorizes the Electric Service Provider to
obtain information from the UDC regarding the DGS/EA Customer's electric
power load profile, billing, credit history and metering arrangements to the extent
necessary for performance of obligations under this Attachment 4. The DGS/EA
Customer further authorizes the Electric Service Provider to obtain metering data,
usage or other information relevant to billing inquiries or disputes from the UDC
or from any ESP providing metering, meter data management or similar services to
the DGS/EA Customer. DGS/EA Customer information shall be protected in
accordance with the confidentiality provisions in the MSA and this Attachment 4.
The DGS/EA Customer will identify in Appendix A the Account(s) (if any)
requiring installation of new interval meters prior to initiation of service under this
Attachment 4. Ifnecessary, the DGS/EA Customer will provide the Electric
Service Provider access to on-site meters and other interconnection facilities.
Access shall be provided at a time convenient to both parties.
5.3 Notice of Change in Electric Power Load
The DGS/EA Customer will use its best efforts to provide at least 5 days advance
notice to both the Electric Service Provider and DGS/EA of any change in
operations (e.g. the DGS/EA Site is shut down, increases or reduces its electricity
usage, begins a new level of operations) or other event that would significantly
affect the level ofDGS/EA Customer Requirements. Unless the Parties expressly
agree otherwise, a change in the DGS/EA Customer's Requirements will not alter
the Electric Service Provider's obligation to supply electric power to meet all
Requirements, nor will it affect the rates charged under this Attachment 4.
6
98~243
.
.
5.4
Compliance with Regulatorv Requirements
The DGSIEA Customer shall be responsible for complying with all laws,
regulations, standards and tariffs applicable to it as a purchaser of Direct Access
servtces.
6. Transfer of Title/Risk of Loss
Unless otherwise provided herein, title to, possession of, and risk ofloss of electric power shall
transfer from the Electric Service Provider to the DGSIEA Customer at the Delivery Point. The
Electric Service Provider warrants title to the electric power sold and delivered under this
Attachment 4, free and clear of all liens, claims and encumbrances arising prior to the Delivery
Point, and the Electric Service Provider warrants the right of the Electric Service Provider to sell
such electric power. The Electric Service Provider shall be deemed to be in exclusive control
(and responsible for any damages or injury caused thereby) of the electric power prior to the
Delivery Point, and the DGSIEA Customer shall be deemed to be in exclusive control (and
responsible for any damages or injury caused thereby) ofthe electric power at and after the
Delivery Point.
7. Rates and Billing Determinants
The rates for services provided by the Electric Service Provider under this Attachment 4 are set
forth in Attachment 1 to the associated Service Order. The rate for electric power will, unless
otherwise indicated, be multiplied by the DGS/EA Customer's energy usage measured at the
Delivery Point(s) and adjusted by the UDC's applicable distribution loss factor. The Electric
Service Provider expressly warrants that the DGS/EA Customer's total monthly bill for electric
Requirements, inclusive of all charges including the DGS/EA Service Fee, shall not be greater
than what the DGSIEA Customer would have paid to its UDC for similar service at tariffed rates
during the applicable billing month.
8. Billing and Payment
8.1 Choice of Billing Method
The DGSIEA Customer has a choice between Consolidated or Separate Billing
service If the DGSIEA Customer opts for Consolidated Billing, all charges,
including UDC Charges, will be combined in a single monthly bill. If the DGS/EA
Customer opts for Separate Billing, the UDC Charges will be billed separately by
the UDC under applicable tariffs. The DGSIEA Customer's choice of billing
method is indicated in Appendix C of the associated Service Order.
7
98-;!43
8.2
Level of Detail
The DGSIEA Customer may, depending on its needs and preferences, opt for
either a single master invoice or multiple invoices (e.g. dividing service into
subgroups). If the DGSIEA Customer chooses to receive multiple invoices, it
must clearly indicate the manner in which it wishes Accounts to be grouped for
invoicing purposes. The DGSIEA Customer's choice of level of detail is indicated
in Appendix C of the associated Service Order. The DGSIEA Customer has the
option of changing its instruction regarding the level of detail upon 60 days written
notice to the Electric Service Provider.
8.3 Invoicing and Payment Procedures
The Electric Service Provider, or its agent, will issue a monthly invoice detailing
the applicable charges and credits, and also providing additional information,
including an estimate of the cost of equivalent tariffed service from the UDC, for
purposes of comparison. The DGSIEA Customer will remit full payment of all
invoiced charges to the Electric Service Provider in accordance with the Master
Service Agreement. Payment should be in the form of electronic funds transfer or
other means mutually agreed upon in writing by the Parties. If the DGSIEA
Customer has opted for Separate Billing, the DGSIEA Customer's obligation to
pay charges separately by the UDC shall be independent of the DGSIEA
Customer's obligation under this section. Such payments shall be remitted directly
to the UDC, and questions or disputes concerning the UDC bill must be directed
to the UDC.
8.4 Billing Disoutes
If there is a dispute between the DGSIEA Customer and the Electric Service
Provider as to either: (a) the existence ofa billing error or (b) the amount ofa
billing error, the other Party should be notified immediately. In order to provide a
measure of finality to billing, the opportunity for either Party to submit notice of a
billing error is limited to 90 days from the date of the invoice; provided, however,
that this time limit may be waived by express agreement between the Parties.
Upon notification or discovery of any error, the Electric Service Provider will
review the invoice and calculate what correction (if any) is necessary. The Electric
Service Provider will attempt to incorporate any necessary correction in the next
invoicing cycle. If, following the Electric Service Provider's initial investigation of
the alleged error, there remains a dispute over billing, the Parties shall endeavor,
8
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98-243
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.
.i
through good faith negotiations, to resolve the dispute by mutual agreement within
30 days after the completion of the Electric Service Provider's initial investigation.
This good faith negotiation period may be extended by mutual agreement between
the Parties. If a settlement cannot be made within the designated negotiation
period,Jao PIIRiuo n'ill pr8iiis t8lH"8itratiElR, Ra f'f8\'1seEl ia aestisR lQl Either
Party may pursue its rights and remedies in any manner permitt y law.
8:5 failure to Pay
If the DGS/EA Customer fails to pay any montWy invoice in full and/or is late in
submitting payment, the Electric Service Provider may, in addition to any other
remedy permitted to it under the law and this Attachment 4, (a) require a
reasonable advance deposit on any future services to be provided by the Electric
Service Provider to the DGS/EA Customer, or (b) upon 30 days notice, terminate
this Attachment 4 or suspend or terminate service to the specific DGS/EA
Customer Accounts for which payment has not been rendered, in accordance with
the applicable rules and policies of the CPUC. In addition, the Electric Service
Provider may charge the DGS/EA Customer interest on any unpaid amount,
subject to the limitations set forth in section 926.17(b) of the Government Code.
In any event, the DGS/EA Customer will have a continuing obligation to pay in
full all outstanding charges and any applicable penalties.
9. Default and Termination
9. I Default
Except in the event of a Force Majeure event as defined in section II below, the
failure of either the DGS/EA Customer or the Electric Service Provider to fulfill
any material duties or obligations under this Attachment 4 shall be a default.
Unless otherwise provided herein, the following procedures shall apply in the event
of default.
9.2 Notice. Cure and Remedies
Upon occurrence of a default, the non-defaulting Party shall give the other Party
timely written notice of default. The defaulting Party shall have 30 days after the
issuance of such notice to cure the default or, for defaults that cannot be cured
within such time, to take steps to commence to cure the default and diligently
pursue such cure. If after 30 days the defaulting Party has not cured or
commenced efforts to cure the default, the non-defaulting Party may terminate this
Attachment 4 or terminate service to the specific DGS/EA Customer Accounts
associated with the default, without further notice, or seek any other remedy
9
98-243
.
.
.J
available under applicable laws and consistent with the terms of this Attachment 4.
No waiver by any Party hereto of any default by the other Party in the
performance of any of the provisions of this Attachment 4 shall be construed as a
waiver of any other default. In the event that the Electric Service Provider shall
fail, for any reason, to supply electric Requirements under this Attachment 4, the
Electric Service Provider will be solely responsible for payment of any resulting
imbalance charges imposed by the ISO or any other charges or penalties that may
result from such failure.
9.3 Request For Assurances
If at any time the DGS-EA Customer for any reason believes or suspects that the
Electric Service Provider may be unable to supply electric services, or in imminent
danger oflosing its ability to supply electric services according to the terms of this
Attachment 4, the DGS-EA Customer may request from the Electric Service
Provider a written assurance of its continuing ability to perform. Such request
shall be submitted in writing. If the Electric Service Provider does not provide
reasonable assurance of its continuing ability to perform within 48 hours of receipt
of the DGS-EA Customer's request, the DGS-EA Customer shall have the right to
terminate this Attachment 4 without further notice; provided, however, that if the
failure to provide assurances is due to the existence of a Force Majeure event, the
rights and obligations of the Parties shall be governed by section 11.
Arbitration
10
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98-;l43
.
,
11. Force Maieure
If either Party is unable as result of Force Majeure to carry out, in whole or in part, its obligations
under this Attachment 4, the obligations affected by the Force Majeure shall be suspended to the
extent required until the Force Majeure event has been remedied. The Party claiming Force
Majeure shall provide notice to the other Party as soon as possible and shall provide a written
description of the basis of the claim within 10 days of the event. The Parties shall make
reasonable efforts to avoid and/or mitigate the adverse impacts of any Force Majeure event and to
resume performance at the earliest opportunity. Disputes regarding the existence of Force
Majeure shall be resolved through good faith negotiations between the Parties, or failing such
resolution, through the arbitration procedures set forth in section 10. Force Majeure does not
affect the obligation to make timely payments for electric services purchased prior to or during
the Force Majeure event.
12. Regulatory Change
Should the CPUC, FERC, the California Legislature, or UDC act in a manner that is in conflict
with sound business practices, or imposes significant unanticipated risk on either Party to this
Attachment 4, or substantially prevents either Party from performing its functions under this
Attachment 4, the Parties shall meet and negotiate in good faith an appropriate amendment to this
Attachment 4. If the Parties are unable to renegotiate the terms ofthis Attachment 4 either
DGSIEA or the DGSIEA Customer may terminate this Attachment 4 on no less than 90 days
notice, provided, however, that if the date the anticipated change is scheduled to take effect less
than 90 days from the completion of negotiations, then termination may occur on the day that the
change commences. The DGSIEA Customer shall pay for all electric services received prior to
termination at the price in effect prior to such termination.
The Parties agree that delay in the full implementation of Direct Access by the ISO, FERC, the
CPUC or any other regulatory or judicial entity shall not be considered a regulatory change under
this section unless the Parties mutually agree to consider it such.
13. UDC/ISO Emergencies
If an emergency on the system of the UDC or the ISO requires interruption or curtailment of
service to the DGSIEA Customer, the Party that first receives notice or otherwise becomes aware
of such emergency shall immediately notify other Party, and following such notice, the Parties'
respective obligations to provide and take electric power shall be excused except to the extent
that the UDC, ISO or any third party reimburses or is obligated to reimburse the DGSIEA
Customer for such failure to deliver electric power. To the extent compensated by the UDC, ISO
11
"
. 98-243
.
,
..
or third party, the DGS/EA Customer shaH compensate the Electric Service Provider for electric
power delivered to the ISO or UDC on behalf of the DGS/EA Customer. Each Party wiH
immediately contact the other upon restoration of service. Upon restoration of UDC service, the
respective obligations of the Parties shall be in full effect.
14. Assignment
Neither Party shall assign this Attachment 4 or any of its rights or obligations hereunder without
the prior written consent of the other Party, which consent shall not be unreasonably withheld or
delayed.
15. Integration
Except as provided herein, this Attachment 4 and applicable appendices constitutes the entire
Attachment 4 between the Parties. No amendment, modification or change to this Attachment 4
shall be enforceable except by written amendment agreed to and executed by both Parties. No
waiver, benefit, privilege or service voluntarily given or performed by either Party shall give the
other any contractual right by custom, estoppel, or otherwise.
17. Attachments.
Attached as appendices are the following, which are
reference:
Appendix A - Amendments to the Attachment 4
'"O"'o,.,~' "
12
.. 98-'243
, .
..... .. \ A
18. Notices
All notices to the DGS/EA Customer should be sent to:
City of San Bernardino--Facilities Management
300 North D Street
San Bernardino, CA 92418
Urgent information should be communicated to Jim Sharer/Janet Mauren through one of
the following means:
Telephone:
Fax:
Email:
(909) 384-5244
(909) 384-5012
jsharer@juno.com or jmauren@juno.com
All notices to the Electric Service Provider should be sent to:
IN WITNESS WHEREOF, the Electric Service Provider and DGS/EA Customer have caused
this Attachment 4 to be duly executed by their duly authorized representatives on the date
indicated. This Attachment 4 shall not become effective as to either Party unless and until
executed by both Parties.
Title
Name
Electric Service Provider
City of San Bernardino
DGS/EA Customer
13
.
.
... ., .
98-243
.
~
.
.
Appendix A
Amendments to the Attachment 4
The following are language amendments to this Attachment 4. Such amendments
should be considered in full force and effect as if they were actually placed within the
appropriate sections.
· Section 8.4 (end of Section): Strike "the parties will proceed to arbitration, as provided in
section 10" and insert "either Party may pursue its rights and remedies in any manner
permitted by law:
· Section 10 Arbitration: Delete in its entirety
· Section 16 Limitation of Liability: Delete in its entirety
· Section 17 Confidentiality: Delete in its entirety. Replace with the following new section:
Section 17. Attachments
Attached as appendices are the following, which are incorporated herein by
reference:
Appendix A - Amendments to the Attachment 4
14