HomeMy WebLinkAboutNorthern California Power Agency (NCPA) 2011-01-19A PUBLIC AGENCY
.NCPA
NORTHERN CALIFORNIA POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
(916) 781-3636
www.ncpa.com
January 25, 2012
To: Alameda Municipal Power
City of Biggs
City of Gridley
City of Healdsburg
City of Lodi
City of Lompoc
City of Palo Alto
Plumas-Sierra REC
City of Oakland
City of Ukiah
Subject: Fully Executed Meter Maintenance Program Agreement Between NCPA and
Contracting Members
Enclosed for your files and use is a fully executed Meter Maintenance Program Agreement Between
NCPA and Contracting Members.
If you have any questions please contact me at (916)781-4282.
Sincerely,
TRISHA HUBBARD
Administrative Assistant
Power Management
(916) 781-4282
trisha.hubbard@ncpa.com
/enclosures
cc: Dave Dockham
Tony Zimmer
a euaur, nr,euce
NCPA
NORTHERN CALIFORNIA POWER AGENCY
September 15, 2011
Ms. Jane A. Chambers
City Manager
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
651 Commerce Drive
Roseville, CA 95678
(916)781-3635
www.ncpa.com
Subject: Metering Equipment Transfer Letter of Agreement and Bill of Sale
Dear Ms. Chambers:
This Metering Equipment Transfer Letter of Agreement ("Agreement") is made
by and between the NORTHERN CALIFORNIA POWER AGENCY ("NCPA"), a
joint public powers agency with offices located at 651 Commerce Drive,
Roseville, California and City of Ukiah, a municipal corporation, with offices
located at 300 Seminary Avenue, Ukiah, California ("Contracting Member")
(together sometimes referred to herein individually as "Party" and collectively as
"Parties") as of the date Contracting Member signs this Agreement (the
"Effective Date")
This Agreement sets forth the terms and conditions under which NCPA will
transfer title of the meters and metering equipment listed in Exhibit A herein to
Contracting Member. In accordance with Letter of Agreement 08-SNR-01177
made by and between NCPA and the Western Area Power Administration
("Western") on December 4, 2006, Western has transferred full title of the meters
and metering equipment listed in Exhibit A to NCPA, and in exchange NCPA
has provided to Western new meters of equivalent value. The meters and
metering equipment transferred from Western to NCPA serves the loads of
Contracting Member. Pursuant to this Agreement NCPA now desires to transfer
full title of the meters and metering equipment to Contracting Member.
Therefore, by execution of this Agreement NCPA and Contracting Member agree
to the following:
1. On the Effective Date of this Agreement NCPA hereby transfers full
right, title and interest in the meters and metering equipment listed in
Exhibit A attached hereto, to Contracting Member, and Contracting
Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 1 of 4
Member accepts and takes possession and all right, title and interest in
the meters and metering equipment in their existing condition on the
Effective Date.
2. NCPA transfers the meters and metering equipment to Contracting
Member in their "AS IS" and "WHERE IS" condition. NCPA does not
provide any warranty of any kind what-so-ever, including, but not
limited to, the warranty of title, fitness or merchantability, whether
expressed or implied.
3. In consideration of the transfer of title and possession of the meters and
metering equipment from NCPA to Contracting Member, Contracting
Member has reimbursed NCPA by payment of Fourteen Thousand Five
Hundred Seventy Eight dollars ($14,578) from Contracting Member to
NCPA (payment from Contracting Member to NCPA was made as part
of the 2009 NCPA annual settlement process pursuant to Resolution 08-
103 of the NCPA Commission). Those funds have been used by NCPA
to purchase replacement meters that were delivered to Western in
accordance with Letter of Agreement 08-SNR-01177; therefore
Contracting Member's obligation to compensate NCPA for the meters
and metering equipment transferred under this Agreement has been
satisfied and is paid in full.
Indemnification of NCPA. Contracting Member hereby agrees, at its sole cost
and expense, to defend, indemnify and hold harmless NCPA and all associated,
affiliated, allied, member and subsidiary entities of NCPA, now existing or
hereinafter created, and their respective officers, boards, commissions,
employees, agents, attorneys, and contractors (hereinafter referred to as
"Indemnitees"), from and against any and all liability, obligation, damages,
penalties, claims, liens, costs, charges, losses and expenses (including without
limitation, reasonable fees and expenses of attorneys, expert witnesses and
consultants), which may be imposed upon, incurred by or be asserted against the
Indemnitees' arising out of this Agreement.
Limitation of NCPA's Liability. Contracting Member hereby agrees that NCPA
shall not at any time be liable for any injury or damage occurring to Contracting
Member or any other person or property from any cause whatsoever arising out
of this Agreement.
Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 2 of 4
Term. This Agreement shall become effective upon its execution by Contracting
Member and shall remain in effect until the date the obligations of NCPA and
Contracting Member under this Agreement are fully executed.
Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the Parties.
Integration; Incorporation. This Agreement, including Exhibit A, attached
hereto, represents the entire and integrated agreement between Contracting
Member and NCPA relating to the subject matter of this Agreement, and it
supersedes all prior negotiations, representations, or agreements, either written
or oral. Exhibit A attached hereto is incorporated by reference herein.
Exhibit A - List of Contracting Member Meters and Metering Equipment
Other Agreements. This Agreement is not intended to modify or change any
other agreement between any of the Parties, individually or collectively.
Authority of Signatory. The individuals signing this Agreement represent that
they are duly authorized to execute this Agreement on behalf of the Contracting
Member.
If you are in agreement with the terms and conditions set forth in this
Agreement, please have the appropriate authorized representative sign, attest
and date both originals and return one fully executed agreement to NCPA. Send
such to the attention of David Dockham, Assistant General Manager - Power
Management.
If you have any questions regarding this Agreement, please contact Mr. Tony
Zimmer at (916) 781-4229.
Sincerely,
James H. Pope
General Manager
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 3 of 4
CONTRACTING MEMBER
Approved By:
Name: ane ZQh/ambers
Title: Ci Manager
Date: ® l/
Attest:
Name: j~(aM.,'." M 0. 1 T- s: -02_
Title: Ql N '-rkL-
113
Cc:
Mr. David Dockham
Assistant General Manager, Power Management
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Michael F. Dean
General Counsel
Northern California Power Agency
Meyers Nave
555 Capitol Mall, Suite 1200
Sacramento, CA 95814
Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 4 of 4
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NORTHERN CALIFORNIA POWER AGENCY
METER MAINTENANCE PROGRAM AGREEMENT BETWEEN
NORTHERN CALIFORNIA POWER AGENCY
AND CONTRACTING MEMBERS
This Meter Maintenance Program Agreement ("Agreement") is made by and between the
NORTHERN CALIFORNIA POWER AGENCY ("NCPA"), a joint public powers agency with offices
located at 651 Commerce Drive, Roseville, California and City of Alameda, City of Biggs, City of
Gridley, City of Healdsburg, City of Lodi, City of Lompoc, City of Palo Alto, Plumas Sierra Rural
Electric Cooperative, City of Oakland (acting through its Board of Port Commissioners) and City of
Ukiah, who each are NCPA Members (each being a "Contracting Member" and jointly referred to
as "Contracting Members"). NCPA and the Contracting Members are together sometimes referred
to herein individually as a "Party" and collectively as the "Parties". This Agreement is made as of
\o ,,n 20Q- (the "Effective Date") in Roseville, California.
Section 1. RECITALS
This Agreement is entered into based on the following facts, among others:
1.1 NCPA is a public agency created by a joint powers agreement established under
California law for the purpose of assisting its members in the efficient use of their common powers.
1.2 Contracting Members are engaged in, among other things, transmitting and
distributing electric power within their respective corporate limits. Contracting Members are also
members of NCPA. Contracting Members desire that NCPA provide Contracting Members with the
Services described in this Agreement.
1.3 Article III, section 3 of the "Amended and Restated Northern California Power
Agency Joint Powers Agreement" (as amended and effective January 1, 2008) (hereinafter "JPX)
entitled "Powers and Functions" provides that none of the debts, liabilities or obligations of NCPA
shall be the debts, liabilities or obligations of any of the members of NCPA unless assumed in a
particular case by resolution of the governing body of the member to be charged." Notwithstanding
the foregoing, Article V, section 1 of the JPA entitled "General Provisions" provides that "[t]he
governing Commission of NCPA is authorized to procure public liability and other insurance as it
deems advisable to protect NCPA and each of the parties hereto, charging the cost thereof to the
operating costs of NCPA."
1.4 Contracting Members desire to secure NCPA's Services under this Agreement in a
manner that balances their interests and the interests of other NCPA members with the ongoing
financial viability and professional responsibilities of NCPA. Accordingly, Contracting Members
desire to secure NCPA's Services under this Agreement by accepting a limited insurance based
recourse against NCPA, with the option of procuring additional insurance at Contracting Members'
sole expense, thereby insuring that NCPA will substantially limit its risk for the provision of such
Services which, in turn, allocates risks back to the Contracting Members in the event NCPA is not
adequately insured.
Meter Maintenance Program Agreement
1.5 Contracting Members operate as Metered Subsystems located within the CAISO
Balancing Authority Area, and are parties to the Second Amended and Restated NCPA MSS
Aggregator Agreement, as it may be amended from time to time; therefore Contracting Members
have obligations to comply with certain provisions of the CAISO tariff applicable to metering
equipment, including but not limited to, maintenance, outages, testing, and certification.
1.6 Contracting Members desire to secure NCPA's Services under this Agreement to
management the maintenance, repair, testing, certification, installation, replacement, and removal
of the metering equipment listed in Exhibit C herein, which is owned or operated by Contracting
Members.
1.7 NCPA will provide Services to Contracting Members under this Agreement by
acquiring services from Trimark Associates, Inc. ("Contractor') pursuant to the General Services
Agreement Between the Northern California Power Agency and Trimark Associates, Inc. dated as
of 3gAn xoc l , 2017. ("Service Agreement").
NOW THEREFORE, in consideration of the mutual covenants and promises set forth, NCPA
and Contracting Members agree as follows:
Section 2. DEFINITIONS
Whenever used in this Agreement with initial capitalization, these terms shall have the
following meanings as applicable, whether in the singular or plural:
2.1 "All Resources Bill" shall mean the single, combined monthly bill from NCPA to a
NCPA Member, with respect to all NCPA programs and projects.
2.2 "Annual Budget" shall mean the budget for the ensuing Fiscal Year adopted by the
Commission, as may be amended from time to time.
2.3 "Balancing Authority" shall mean the responsible entity that integrates resource
plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority
Area, and supports interconnection frequency in real time.
2.4 "Balancing Authority Area" shall mean the geographic territory over which a
Balancing Authority exercises jurisdiction.
2.5 "CAISO" shall mean California Independent System Operator, a non-profit benefit
corporation acting as a Balancing Authority and responsible for the provision of fair and open
transmission access, and maintaining reliable and efficient operation of the grid, within portions of
the State of California, or its successor Balancing Authority.
2.6 "Commission" shall mean the NCPA Commission.
2.7 "Contractor" shall mean Trimark Associates, Inc., the counterparty to NCPA on the
Service Agreement.
2
Meter Maintenance Program Agreement
2.8 "Fiscal Year" shall mean the NCPA fiscal year, a twelve month period beginning
July 1 and ending on the next following June 30.
2.9 "Good Utility Practice" shall mean any of the practices, methods and acts engaged
in or approved by a significant portion of the electric utility industry during the relevant time period,
or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of
the facts known at the time the decision was made, could have been expected to accomplish the
desired result of the lowest reasonable cost consistent with good business practices, reliability,
safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice,
method or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts
generally accepted in the region and consistently adhered to by the electric utility industry.
2.10 "Metered Subsystem" or "MSS' shall mean a geographically contiguous electrical
system, recognized by CAISO as a MSS, which operates as a publicly owned utility, state agency
or federal power marketing authority within the Balancing Authority Area in which all electrical flows
into or out of the MSS are measured by CAISO certified revenue quality meters at each interface
point with the CAISO controlled grid, and all generating units or resources, including proxy demand
resources internal to the MSS, measured by CAISO certified revenue quality meters, and which is
operated in accordance with a CAISO approved MSS agreement.
2.11 "NCPA Members" shall mean the signatories to the JPA or those agencies which
have executed an Associate Member Agreement with NCPA.
2.12 "Scheduling Coordinator" shall mean an entity certified by the CAISO to transact in
the CAISO market.
2.13 "Service Agreement" shall mean the General Services Agreement Between
Northern California Power Agency and Trimark Associates, Inc., dated %3cLnQ0dr 19 , 2012, for
the provision of metering equipment maintenance.
2.14 "Uncontrollable Force" shall mean any act of God, labor disturbance, act of the
public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, any curtailment,
order, regulation or restriction imposed by governmental, military or lawfully established civilian
authorities or any other cause beyond the reasonable control of the Party claiming Uncontrollable
Force which could not be avoided through the exercise of Good Utility Practice.
Section 3. SERVICES TO BE PROVIDED; AUTHORIZED REPRESENTATIVES; STANDARD
OF PERFORMANCE
3.1 Services. This Agreement is entered into by the Parties in order for NCPA to
provide services to Contracting Members as described in the Scope of Services, Exhibit A hereto
("Services").
3.2 Authorized Representatives. The Authorized Representatives of the Parties for
contract administration purposes under this Agreement are listed in Section 12.8.
Meter Maintenance Program Agreement
No Authorized Representative is authorized to amend any provision of this Agreement except
in accordance with Section 12.16.
3.3 Standard of Performance. NCPA will perform and or oversee, as applicable, the
Services using that level of skill and attention reasonably required to complete the Services in a
competent and timely manner.
3.4 Assignment of Personnel. NCPA shall assign only competent personnel to perform
Services pursuant to this Agreement.
3.5 Time. NCPA shall devote such time to the performance of Services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance provided in
Section 3.3 above, and to satisfy NCPA's obligations hereunder.
3.6 Service Agreement. Contracting Members acknowledge that NCPA will provide all
Services through the Service Agreement, rather than using NCPA employees, and that NCPA's
direct Services are limited to the administration of the Service Agreement on behalf of the
Contracting Members.
3.7 Operational Contact. Each Party shall identify a representative to act as its
Operational Contact. Each Operational Contact will be the first point of contact for the Parties
regarding coordination of Services provided under this Agreement and the Service Agreement.
Each Operational Contact is listed in Exhibit D of this Agreement.
Section 4. TERM AND TERMINATION
4.1 Authorization to Perform Services. NCPA is not authorized to perform any initial
Services or incur any costs whatsoever under the terms of this Agreement until its receipt of a
written resolution and/or other appropriate/applicable authorization from each Contracting
Member's governing body confirming Contracting Member's authority to enter into this Agreement
and confirming that the Contracting Member has allocated funds for and approved contract
payments to NCPA under this Agreement.
4.2 Term. The term of this Agreement is intended to be consistent with that of the
Service Agreement. The term of this Agreement shall begin on the Effective Date and shall end
upon the termination date of the Service Agreement, as such Service Agreement termination date
may be extended or shortened pursuant to that agreement.
Section 5. INDEMNITY AND INSURANCE
5.1 Limitation of NCPA's Liability.
5. 1.1 Except as provided in this section 5. 1, NCPA shall not at any time be liable for any
injury or damage occurring to a Contracting Member or any other person or property from any
cause whatsoever arising out of this Agreement, including the actions or inaction of Contractor.
4
Meter Maintenance Program Agreement
5.1.2 The provisions of section 5.1.1 shall not apply where the injury or damage occurring
to a Contracting Member is caused by the negligence of NCPA or of any employee, agent or
contractor of NCPA, other than Contractor, and provided that any liability under this subsection is
limited to the extent of the actual coverage and coverage limits of the NCPA insurance policies
described in this Section 5.
5.1.3 Contracting Members Liable for NCPA's Deductibles and or Self-Insured
Retentions. Notwithstanding Section 5.1.2 above, the Contracting Members agrees to reimburse
NCPA, in a timely manner, for all deductibles and/or self-insured retentions payable for any claim,
liability or damage arising out of this Agreement.
5.2 Indemnification of NCPA. Except as specified in Section 5.1.2 above, Contracting
Members shall, at their sole cost and expense, indemnify and hold harmless NCPA and all
associated, affiliated, allied, member and subsidiary entities of NCPA, now existing or hereinafter
created, and their respective officers, boards, commissions, employees, agents, attorneys, and
contractors (hereinafter referred to as "Indemnitees"), from and against any and all liability,
obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including,
without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants),
which may be imposed upon, incurred by or be asserted against the Indemnitees arising out of this
Agreement.
5.3 Defense of Indemnitees. In the event any action or proceeding shall be brought
against the Indemnitees by reason of any matter for which the Indemnitees are indemnified
hereunder, Contracting Members shall, upon reasonable prior written notice from any of the
Indemnitees, at Contracting Members' sole cost and expense, resist and defend the same with
legal counsel mutually selected by Indemnitee and the Contracting Members, unless mutual
selection of counsel is expressly prohibited by an applicable insurance policy; provided however,
that neither Indemnitee nor Contracting Members shall admit liability in any such matter or on
behalf of the other without express written consent, which consent shall not be unreasonably
withheld or delayed, nor enter into any compromise or settlement of any claim for which
Indemnitees are indemnified hereunder without prior express written consent. The Contracting
Members' duty to defend shall begin upon receipt of a written notice identifying with specificity the
allegations that give rise to this duty to defend.
5.4 Notice. The Parties shall give each other prompt notice of the making of any claim
or the commencement of any action, suit or other proceeding covered by the provisions of this
Section 5.
5.5 Insurance. During the term of the Agreement and prior to beginning any work
under this Agreement, NCPA shall maintain, or cause to be maintained, in full force and effect, and
at its sole cost and expense, the types and limits of liability insurance as are annually approved by
the Commission. The types and limits of liability insurance that are applicable to this Agreement
are evidenced in policy summaries, which are attached hereto as Exhibit E. NCPA warrants and
represents that the types of liability insurance and coverage limits shown in Exhibit E are in full
force and effect and shall remain so during the term of this Agreement unless NCPA gives prior
written notification (of not less than 30 days) of modification, cancellation or rescission of such
coverage.
5
Meter Maintenance Program Agreement
5.6 Contracting Member's Acknowledgment of Option to Secure Additional Insurance.
Each Contracting Member acknowledges that there are limitations on NCPA's liability to
Contracting Member under this Section 5 and that each Contracting Member may need to
purchase additional insurance of its own to cover the additional risks and the potential additional
liabilities it is assuming under this Agreement. Each Contracting Member agrees that it will cause,
with respect to any additional insurance it obtains or which is otherwise available to Contracting
Member, its insurer(s) to issue an endorsement providing a waiver of subrogation rights as to
Indemnitees.
5.7 Survival of Obligations. The defense and indemnity obligations of Section 5 shall
survive the termination of this Agreement.
5.8 Contractor Insurance and Liability. The Service Agreement obligates the
Contractor to maintain certain insurance. Nothing in this Section 5 shall limit the right of a
Contracting Member to recover damages from the Contractor, whether or not covered by such
insurance; provided, however, the Contracting Member shall defend, indemnify and hold NCPA
harmless against any subrogation or other claims by Contractor against NCPA pursuant to sections
5.2 and 5.3.
Section 6. COMPENSATION AND CHARGES
6.1 Compensation and Charges. Each Contracting Member hereby agrees to
reimburse NCPA for all costs NCPA incurs for providing Services to Contracting Member. Charges
for the Services provided hereunder shall be the sum of (a), (b) and (c) below, and shall be billed
separately to each Contracting Member in accordance with Exhibit B:
(a) Fixed Meter Fees. Charges for Services provided hereunder include a fixed annual
fee of One Thousand Three Hundred Sixty Dollars ($1,360) per primary meter,
Seven Hundred Forty Dollars ($740) per back-up meter, and Three Hundred Twenty
Dollars ($320) per auxiliary meter. Exhibit C lists all primary meters, back-up meters
and auxiliary meters included within the scope of this Agreement.
(b) Service Fees. Charges for Services provided hereunder include variable service
fees based on the compensation schedule and hourly fees listed in Exhibit B.
Service fees will be charged to each Contracting Member based actual Services
provided.
(c) Management Costs. NCPA management costs set forth in NCPA's then current
Annual Budget (including amounts necessary to reimburse NCPA for the time
expended by its employees and agents in administering this Agreement, including all
attorneys fees), and other reimbursable expenses incurred in performing the
Services. The Annual Budget will be updated and approved by the Commission, as
it deems necessary, but not less than each year in connection with NCPA's Annual
Budget process. Such approved updates will reflect NCPA's then current estimated
annual cost for performing such continued Services.
6
Meter Maintenance Program Agreement
Contracting Member shall pay NCPA for Services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified herein shall be the only payments
from Contracting Member to NCPA for Services rendered pursuant to this Agreement. NCPA shall
submit all invoices to Contracting Member in the manner specified herein.
The Parties acknowledge and agree that compensation paid by Contracting Members to
NCPA under this Agreement is based upon NCPA's estimated costs of providing the Services
required hereunder, including salaries and benefits of employees and the costs of Contractor under
the Service Agreement, and that the compensation to be paid shall be adjusted by NCPA so as to
fully recover its costs of the Services.
6.2 The Parties agree that compensation hereunder is intended to include the costs of
contributions to any pensions and/or annuities to which NCPA and its employees, agents, and
subcontractors may be eligible. Contracting Members therefore have no responsibility for such
contributions beyond compensation required under this Agreement.
Section 7. BILLING AND PAYMENT
7.1 Invoices. NCPA shall submit invoices in the form of the All Resources Bill, based
on the cost for Services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall be accompanied with adequate and proper supporting information and
documentation for the Services performed, if and as applicable.
7.2 Monthly Payment. Contracting Members shall make payments, based on invoices
received, for Services performed, and for authorized reimbursable costs incurred as specified
herein.
Payments shall be remitted directly to:
Northern California Power Agency
651 Commerce Drive
Roseville, California 95678
Attn: Accounts Receivable
Except for an "Uncontrollable Force" as described in Section 9 hereof, any amount due and
payable but not paid by a Contracting Member by no later than the invoice due date set forth on the
invoice shall bear interest at the per annum prime rate (or reference rate) of the Bank of America
NT & SA, then in effect, plus two percent per annum computed on a daily basis until paid. NCPA
will mail all invoices within 24 hours of the invoice date thereon.
The postmark date on the envelope containing payment by check shall be used to determine
timeliness of payment, except that payments received later than seven (7) days after the due date
shall be declared late without regard to postmark date. An invoice coming due on a Friday,
holiday, or weekend shall be due on the next following nationally recognized working day.
7.3 Billing Dispute. If all or any portion of a bill is disputed by a Contracting Member,
the entire amount of the bill shall be paid when due, and NCPA's Authorized Representative shall
7
Meter Maintenance Program Agreement
be concurrently provided written notice of the disputed amount and the basis for the dispute.
NCPA shall reimburse any amount determined to have been incorrectly billed, within ten (10) days
after such determination.
7.4 Total Payment. Each Contracting Member shall pay for the Services to be
rendered by NCPA pursuant to this Agreement. Contracting Member shall not pay any additional
sum for any expense or cost whatsoever incurred by NCPA in rendering Services pursuant to this
Agreement other than the payments provided for herein unless the Agreement has been modified
by a properly executed amendment in accordance with Section 12.16 this Agreement.
7.5 Reimbursable Expenses. Reimbursable expenses not contained in the Agreement
or the Exhibits of the Agreement are not chargeable to Contracting Members.
7.6 Payment of Taxes. NCPA is solely responsible for the payment of employment
taxes incurred under this Agreement and any similar federal or state taxes.
7.7 Payment upon Termination. Upon termination, Contracting Members shall
compensate NCPA for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of termination. NCPA shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
Section 8. STATUS OF NCPA
8.1 Independent Contractor. At all times during the term of this Agreement, NCPA shall
be an independent contractor and shall not be an employee of Contracting Members. Contracting
Members shall have the right to control NCPA only insofar as the results of NCPA's Services
rendered pursuant to this Agreement and assignment of personnel pursuant to Section 3.4;
however, otherwise Contracting Members shall not have the right to control the means by which
NCPA accomplishes Services rendered pursuant to this Agreement. Notwithstanding any other
agency, state, local or federal policy, rule, regulation, law, or ordinance to the contrary, NCPA and
any of its employees, agents, and subcontractors providing Services under this Agreement shall
not qualify for or become entitled to, and hereby agree to waive any and all claims to, any
compensation, benefit, or any incident of employment by Contracting Members, including but not
limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an
employee of Contracting Members and entitlement to any contribution to be paid by Contracting
Members for employer contributions and/or employee contributions for PERS benefits.
Section 9. UNCONTROLLABLE FORCES
9.1 Obligations of the Parties, other than those to pay money when due, shall be
excused for so long as and to the extent that failure to perform such obligations is due to an
Uncontrollable Force; provided, however, that if either Party is unable to perform due to an
Uncontrollable Force, such Party shall exercise due diligence to remove such inability with
reasonable dispatch. Nothing contained in this Agreement shall be construed as requiring a Party
to settle any strike, lockout, or labor dispute in which it may be involved, or to accept any permit,
certificate, contract, or any other service agreement or authorization necessary for the performance
8
Meter Maintenance Program Agreement
of this Agreement which contains terms and conditions which a Party determines in its good faith
judgment are unduly burdensome or otherwise unacceptable.
9.2 Each Party shall notify the other promptly, by telephone to the other Party's
Operational Contact identified in Exhibit D and Authorized Representative identified in Section 3.2,
upon becoming aware of any Uncontrollable Force which may adversely affect the performance
under this Agreement. A Party shall additionally provide written notice in accordance with Section
12.8 to the other Party within 24 hours after providing notice by telephone. Each Party shall notify
the other promptly, when an Uncontrollable Force has been remedied or no longer exists.
Section 10. LEGAL REQUIREMENTS
10.1 Governing Law. The laws of the State of California shall govern this Agreement,
without regard for the choice of law doctrine.
102 Compliance with Applicable Laws. NCPA and Contractor shall comply with all laws
applicable to the performance of the Services hereunder.
10.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, NCPA and Contractor shall comply
with all applicable rules and regulations to which Contracting Members are bound by the terms of
such fiscal assistance program, provided that the affected Contracting Members shall have
provided notice of such rules and regulations to NCPA prior to the approval of this Agreement.
10.4 Licenses and Permits. NCPA represents and warrants to Contracting Members
that NCPA and its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature that is legally required to practice their
respective professions. NCPA represents and warrants to Contracting Members that NCPA and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all
times during the term of this Agreement any licenses, permits, and approvals that are legally
required to practice their respective professions.
10.5 Nondiscrimination and Equal Opportunity. NCPA shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any employee,
applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by NCPA under this Agreement. NCPA shall
comply with all applicable federal, state, and local laws, policies, rules, and requirements related to
equal opportunity and nondiscrimination in employment, contracting, and the provision of any
services that are the subject of this Agreement, including but not limited to the satisfaction of any
positive obligations required of NCPA thereby.
NCPA shall include the provisions of this Subsection in any subcontract approved by
Contracting Members' Contract Administrator or this Agreement.
Section 11. KEEPING AND STATUS OF RECORDS
9
Meter Maintenance Program Agreement
11.1 Records Created as Part of NCPA's Performance. All reports, data, maps, models,
charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or
any other documents or materials, in electronic or any other form, that NCPA prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property
of the affected Contracting Members. NCPA hereby agrees to deliver those documents to
Contracting Members upon termination of the Agreement. It is understood and agreed that the
documents and other materials, including but not limited to those described above, prepared
pursuant to this Agreement are prepared specifically for the Contracting Members and are not
necessarily suitable for any future or other use. The Parties agree that, until final approval by
Contracting Members, all data, plans, specifications, reports and other documents are confidential
and will not be released to third parties without prior written consent of both affected Parties,
except as may otherwise be required by applicable law.
11.2 NCPA's Books and Records. NCPA shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for Services or expenditures and disbursements charged to a Contracting
Member under this Agreement for a minimum of three (3) years, or for any longer period required
by law, from the date of final payment to NCPA pursuant to this Agreement.
11.3 Inspection and Audit of Records. Any records or documents that Section 11.1 of
this Agreement requires NCPA to maintain shall be made available for inspection, audit, and/or
copying at any time during regular business hours, upon oral or written request of the Contracting
Members. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the request of
Contracting Members or as part of any audit of the Contracting Members, for a period of three (3)
years after final payment under the Agreement.
11.4 Confidential Information and Disclosure. During the term of this Agreement, either
Party ("Disclosing Party") may disclose confidential, proprietary or trade secret information (the
"Information"), to the other Party ("Receiving Party"). All such Information made available in a
tangible medium of expression (such as, without limitation, on paper or by means of magnetic
tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate
that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of
disclosure to Receiving Party. Receiving Party shall hold Disclosing Party's Information in
confidence and shall take all reasonable steps to prevent any unauthorized possession, use,
copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse
engineer or in any manner create any product or information which is similar in appearance to or
based on the Information provided by Disclosing Party. Receiving Party shall not disclose
Disclosing Party's Information to any person other than Receiving Party's employees, agents,
contractors and subcontractors who have a need to know in connection with this Agreement.
Receiving Party's confidentiality obligations hereunder shall not apply to any portion of
Disclosing Party's Information which:
(a) Has become a matter of public knowledge other than through an act or omission of
10
Meter Maintenance Program Agreement
Receiving Party;
(b) Has been made known to Receiving Party by a third party in accordance with such
third party's legal rights without any restriction on disclosure;
(c) Was in the possession of Receiving Party prior to the disclosure of such Information
by Disclosing Party and was not acquired directly or indirectly from the other party or any person or
entity in a relationship of trust and confidence with the other party with respect to such Information;
(d) Receiving Party is required by law to disclose; or
(e) Has been independently developed by Receiving Party from information not defined
as "Information" in this Agreement, as evidenced by Receiving Party's written records.
Receiving Party shall return or destroy Disclosing Party's Information (including all copies
thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the
Disclosing Party's written request. Notwithstanding the foregoing, Receiving Party may retain one
copy of such Information solely for archival purposes, subject to the confidentiality provisions of this
Agreement. The parties understand that each party is a public entity and is subject to the laws that
may compel either to disclose information about the other's business.
Section 12. MISCELLANEOUS PROVISIONS
12.1 Attorneys' Fees. If a Party to this Agreement brings any action, including an action
for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing Party
shall be entitled to reasonable attorneys' fees in addition to any other relief to which that Party may
be entitled. The court may set such fees in the same action or in a separate action brought for that
purpose.
12.2 Venue. In the event that either Party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts
of California in the County of Placer or in the United States District Court for the Eastern District of
California.
12.3 Severability. If any provision of this Agreement shall be determined by a court of
competent jurisdiction to be invalid, void or unenforceable, or if any provision of this Agreement is
rendered invalid or unenforceable by federal or state statute or regulation, but the remaining
portions of the Agreement can be enforced without failure of material consideration to any Party,
then the remaining provisions shall continue in full force and effect. To that end, this Agreement is
declared to be severable. Provided, however, that in the event any provision is declared to be
invalid, void or unenforceable, either Party may terminate this Agreement upon ten (10) days
written notice given within five (5) days of receipt of notice of final entry of judgment.
12.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of
this Agreement does not constitute a waiver of any other breach of that term or any other term of
this Agreement.
12.5 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the Parties.
12.6 Use of Recycled Products. NCPA shall endeavor to prepare and submit all reports,
11
Meter Maintenance Program Agreement
written studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
12.7 Conflict of Interest. NCPA shall not employ any Contracting Member official or
employee in the work performed pursuant to this Agreement. No officer or employee of
Contracting Members shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
12.8 Notices. Unless this Agreement requires otherwise, any notice, demand or request
provided for in this Agreement, or served, given or made shall become effective when delivered in
person, or sent by registered or certified first class mail, to the persons specified below:
Northern California Power Agency
Donna Stevener
Assistant General Manager; Administrative Services
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
With a copy to:
Michael F. Dean
General Counsel
Northern California Power Agency
Meyers Nave
555 Capitol Mall, Suite 1200
Sacramento, CA 95814
Alameda Municipal Power
Girish Balachandran
Utility Director
Alameda Municipal Power
2000 Grand Street
PO Box H
Alameda, CA 94501
With a copy to:
Farimah Faiz
Legal Counsel
Alameda Municipal Power
2263 Santa Clara Avenue, Room 280
Alameda, CA 94501
City of Biggs
12
Meter Maintenance Program Agreement
Pete Carr
Utility Director
City of Biggs
465 "C" Street
PO Box 307
Biggs, CA 95917
With a copy to:
Gregory P Einhorn
Legal Counsel
City of Biggs
854 Manzanita Court, Suite 110
Chico, CA 95926
City of Gridley
Rob Hickey
Utility Director
City of Gridley
685 Kentucky Street
Gridley, CA 95948
With a copy to:
Brant J. Bordsen
Legal Counsel
Rich, Fuidge, Morris & Iverson, Inc.
1129 D Street
PO Box A
Marysville, CA 95901
City of Healdsburg
Terry Crowley
Utility Director
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
With a copy to:
Michael E. Gogna
Legal Counsel
Meyers, Nave, Riback, Silver & Wilson
401 Mendocino Avenue, Suite 100
13
Meter Maintenance Program Agreement
Santa Rosa, CA 95401
City of Lodi
Elizabeth Kirkley
Utility Director
City of Lodi
1331 Ham Lane
Lodi, CA 95242
With a copy to:
Stephen Schwabauer
Legal Counsel
City of Lodi
221 W. Pine Street
PO Box 3006
Lodi, CA 95241
City of Lompoc
Ronald Stassi
Utility Director
City of Lompoc
100 Civic Center Plaza
PO Box 8001
Lompoc, CA 93436
With a copy to:
Joe Pannone
Legal Counsel
City of Lompoc
100 Civic Center Plaza
Lompoc, CA 93436
City of Palo Alto
Valerie Fong
Utility Director
City of Palo Alto
250 Hamilton Avenue
PO Box 10250
Palo Alto, CA 94301
With a copy to:
14
Meter Maintenance Program Agreement
Grant M.W. Kolling
Senior Asst. City Attorney
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Plumas Sierra Rural Electric Cooperative
Bob Marshall
Utility Director
Plumas Sierra Rural Electric Cooperative
732233 Highway 70
Portola, CA 96122
With a copy to:
Liz Johnson
Legal Counsel
Law Office of Wilkins and Johnson
494 Main Street
PO Box 307
Weaverville, CA 96093
Port of Oakland
Wing Lau
Utility Director
Port of Oakland
530 Water Street
PO Box 2064
Oakland, CA 94604
With a copy to:
Mary Richardson
Legal Counsel
Port of Oakland
530 Water Street
PO Box 2064
Oakland, CA 94604
City of Ukiah
Mel Grandi
Utility Director
City of Ukiah
300 Seminary Avenue
15
Meter Maintenance Program Agreement
Ukiah, CA 95482
With a copy to:
David J. Rapport
Legal Counsel
Rapport and Marston
405 West Perkins Street
Ukiah, CA 95482
Whenever it is required, permitted, or desired in this Agreement that written notice or
demand be given by any Party to any other Party, such notice or demand may be either personally
served or sent by United States Mail, or facsimile. Notice shall be deemed to have been given
when personally served, when deposited in the United States Mail, certified or registered with
postage prepaid and properly addressed, or when transmitted by facsimile provided however,
notices delivered by facsimile shall only be effective if delivered during regular business hours on a
day that is considered a regular business day for NCPA by the involved Parties.
12.9 Integration; Incorporation. This Agreement, including all the Exhibits attached
hereto, represents the entire and integrated agreement between Contracting Members and NCPA
relating to the subject matter of this Agreement, and supersedes all prior negotiations,
representations, or agreements, either written or oral. All Exhibits attached hereto are incorporated
by reference herein.
Exhibit A - Scope of Services
Exhibit B - Compensation Schedule and Hourly Fees
Exhibit C - List of Primary Sites and Equipment
Exhibit D - Contracting Members' and NCPA Operational Contacts
Exhibit E - NCPA Summaries of Liability Insurance
12.10 Dispute Resolution. If any dispute arises between the Parties that cannot be
settled after engaging in good faith negotiations, the Parties agree to resolve the dispute in
accordance with the following:
12.10.1 Each Party shall designate a senior management or executive level
representative to negotiate any dispute;
12.10.2 The representatives shall attempt, through good faith negotiations, to resolve
the dispute by any means within their authority.
12.10.3 If the issue remains unresolved after ONE HUNDRED AND TWENTY (120)
days of good faith negotiations, despite having used their best efforts to do so, either Party may
pursue whatever other remedies may be available to it.
12.10.4 This informal resolution process is not intended to nor shall be construed to
change the time periods for filing a claim or action specified by Government Code § 900, et seq.
16
Meter Maintenance Program Agreement
12.11 Other Agreements. This Agreement is not intended to modify or change any other
agreement between any of the Parties, individually or collectively.
12.12 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
12.13 Obligations Several. The duties, obligations and liabilities of the Parties are
intended to be several and not joint or collective. Nothing contained in this Agreement shall ever
been construed to create an association, trust, partnership or joint venture or to impose a trust or
partnership duty, obligation or liability on or with regard to either Party. Each Party shall be
individually and severally liable for its own obligations under this Agreement.
12.14 Effect of Section Headings. Section headings and subheadings appearing in this
Agreement are inserted for convenience only and shall not be construed as interpretation of text.
12.15 Authority of Signatories. The signatories hereby represent that they have been
appropriately authorized to execute this Agreement on behalf of the Party for whom they sign.
12.16 Amendments.
12.16.1 Deemed Approved Amendments. It is understood and agreed by the Parties
that any NCPA Commission approved update to the then current NCPA Annual Budget rates and
charges related to Services to be performed under this Agreement is deemed an approved
amendment to this Agreement.
12.16.2 Addition or Removal of Equipment. The Parties may, only by a writing signed
by the Authorized Representative of NCPA, the Authorized Representative of affected Contracting
Member and Contractor, add or remove Equipment listed in Exhibit C that is owned or operated by
a Contracting Member, and such changes to Exhibit C shall not constitute an amendment to this
Agreement. A copy of any revised Exhibit C will be provided to all Contracting Members within
thirty (30) days of such revision.
12.16.3 Authorized Representatives, Addresses for Notice and Operational Contacts.
Any Party may, by providing written notice to the other Parties, modify either the identity or address
for its Authorized Representative as identified in section 3.2, may amend its address for notice as
provided in Section 12.8, or modify the identity or contact information for its Operational Contact as
identified in Exhibit D.
12.16.4 Amendments in General. Except as otherwise provided in this Section 12.16,
the Parties may amend this Agreement only by a writing signed by all the Parties following each
Party's receipt of written resolution/authorization from their governing bodies, which
resolutions/authorizations shall be condition precedents to any amendments of this Agreement and
shall be attached as Exhibits to this Agreement.
The Parties have executed this Agreement as of the Effective Date.
17
Meter Maintenance Program Agreement
Northern California Power Agency
JAMS O OP , General Manager
Attest:
Assistant Secretary of the Commission
Approved as to Form:
AI 1
General Counsel
City of Biggs
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Alameda
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Gridley
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
18
Meter Maintenance Program Agreement
Northern California Power Agency
JAMES H. POPE, General Manager
Attest:
Assistant Secretary of the Commission
Approved as to Form:
General Counsel
City of Biggs
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Alameda
ame/Title] 1Pj-s t+ PbAL,AC,HANb
Ev~1rRA L_ HA AS
Attest:
r~1 1d 7 .j
[Name/Title]
Approved as to Form:
[Name/Title] t
City of Gridley
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
18
Meter Maintenance Program Agreement
Northern California Power Agency City of Alameda
JAMES H. POPE, General Manager
Attest:
[Name/Title]
Attest:
Assistant Secretary of the Commission
Approved as to Form:
General Counsel
City of Biggs
'z
[Name/Title] ~~r ~•r~~'hMwyar
*W~k"
?o berg °b w st) uP
[Name/Title]
Approved as,,tc(F,otm'
[Name/Title]
Approved as to Form:
[Name/Title]
City of Gridley
[Name[Title]
Attest:
[Name/Title]
Approved as to Form:
t~'f~J Et~`i~lorq,~i'~•QP•rt~
[Name/Title]
18
Meter Maintenance Program Agreement
Northern California Power Agency City of Alameda
JAMES H. POPE, General Manager
Attest:
Assistant Secretary of the Commission
Approved as to Form:
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
General Counsel [Name/Title]
City of Biggs City of Gridley
A- A/U ~
[Name/Title] [Name/Title] t /
Attest: Attest:
(Name/Title] [ e/Title]
Approved as to Form: Approved as to Form:
[Name/Title]
18
Meter Maintenance Program Agreement
City of Healdsbum City of Lodi
/~JJ I
[GYitfef' -j [Name/Title]
Attest: Attest:
[Name/Title][Name/Title]
Approved as to Form: / Approved as to Form:
[ a e/Title] e, f. [Name/Title]
City of Lompoc City of Palo Alto
[Name/Title] [Name/Title]
Attest: Attest:
[Name/Title] [Name/Title]
Approved as to Form: Approved as to Form:
[Name/Title] [Name/Title]
Meter Maintenance Program Agreement
19
City of Healdsburg
[Name[Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Lompoc
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name[Title]
Meter Maintenance Program Agreement
City of Lodi
- .7
. 44, KONRADT BARTLAM / City Manager
Attest: l
RANDI J*OHE+WClerk
Approved as to Form:
D. STEPHEN SCHWABAUER, City Attorney
JANICE D. MAGDICH, Deputy City Attorney
-
[Name/Title]
City of Palo Alto
[Name[Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
19
City of Healdsburq
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Lompoc
[Name/Title] -Aj (zKc%-
Attest:
[Name[Titlel 05W%xez
Approved as to Form:
I e itle]
City of Lodi
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Palo Alto
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
19
Meter Maintenance Program Agreement
City of Healdsbura
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Lompoc
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Lodi
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Palo Alto
171 k5767 65 Y
[Name/Title]
Attest:
( me itle]
Approved as to For
[Name/Title].'
19
Meter Maintenance Program Agreement
Plumas Sierra Rural Electric Cooperative City of Oakland (Acting through its Board of
Commissioners)
[Name/Title]-~~ [Name/Title]
Attest:
h
[ me/Title] En-Wii~
v@
Attest:
[Name/Title]
Approved as to Form:
[N a e/T' ed
City of Ukiah
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
Approved as to Form:
[Name/Title]
20
Meter Maintenance Program Agreement
Flumas Sierra Rural Electric Cooperative
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Ukiah
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
Cit=iIi nd (Acting through its Board of
Co ers)'
Approved as to Form:
[Name
20
Meter Maintenance Program Agreement
Plumas Sierra Rural Electric Cooperative City of Oakland (Acting through its Board of
Commissioners)
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
[Name/Title]
Attest:
[Name/Title]
Approved as to Form:
[Name/Title]
City of Ukiah
W J- Chambers, City Manager
l/
Attest:
Daapport, City Attorney
20
Meter Maintenance Program Agreement
EXHIBIT A
SCOPE OF SERVICES
In accordance with the terms of this Agreement NCPA will manage, on behalf of Contracting
Members, the acquisition of Services from Contractor as provided below. Pursuant to the Service
Agreement, Contractor will provide the Services listed in Exhibit A herein, in coordination with
NCPA. It is intended that this Scope of Services be consistent with, and not more broad than, the
scope of services in the Service Agreement.
The Scope of Services provided in accordance with this Agreement are described below, and have
been made for the purpose of repair, maintenance, installation, and removal of CAISO metering
equipment (including CAISO revenue quality metering), Remote Terminal Unit ("RTU") and/or
Programmable Logic Controller ("PLC") equipment, and any Contractor or NCPA provided
communications or interface devices ("Equipment") located at or installed on the premises of the
NCPA primary sites listed in Exhibit C ("Primary Site"). Equipment located at each Primary Site is
listed in Exhibit C. Current transformers ("CTs") and potential transformers ("PTs") located at or
installed on Primary Sites are not included as Equipment covered under this Agreement. Pursuant
to this Agreement, Contractor agrees to perform the following Services on behalf of NCPA:
1. Support for Failures of Equipment
2. Equipment Maintenance
3. Spare Equipment, Installation and Removal
Further details regarding the Scope of Services provided pursuant to the Service Agreement are
listed in Exhibit A of the Service Agreement.
First Response Option
Pursuant to the CAISO tariff, timelines provided for the maintenance and repair of Equipment
located at the Primary Sites are short in duration (e.g. CAISO settlement quality metering
equipment must be repaired and returned to service within forty-eight (48) hours of the initial
failure); therefore timely coordination between Contracting Members, NCPA and Contractor is
necessary in order to comply with Contracting Members' obligations. Due to the immediate nature
of such requirements, once NCPA, acting on behalf of Contracting Members as Scheduling
Coordinator, or Contractor identifies or becomes aware of a meter failure or other issue associated
with the Equipment listed in Exhibit C, NCPA will automatically request Services from Contractor,
pursuant to the Service Agreement, to remedy the problem identified without consultation with the
impacted Contracting Member unless Contracting Member has elected the First Response Option
as described below:
• A Contracting Member may elect, by providing to NCPA written notice of such election (the
"First Response" Option), under which NCPA will first coordinate maintenance and/or
repair of Equipment with Contracting Member prior to requesting Services from Contractor.
In response to NCPA's notice of an identified problem with Contracting Member's
21
Meter Maintenance Program Agreement
Equipment, if Contracting Member confirms that it will use its own resources and staff to
remedy the problem identified, NCPA will not request Services from Contractor unless
Contracting Member's Operational Contact notifies NCPA's Operational Contact by
telephone call that the Contracting Member is unable to remedy the identified problem in a
timely manner. Such telephonic notice must be followed by written notice within 24 hours.
Notwithstanding a Contracting Member's election of the First Response Option, if NCPA identifies
a problem with Contracting Member's Equipment, and as a result notifies Contracting Member's
Operational Contact per telephone call and/or electronic communication of the problem, but after
providing an initial notice to Contracting Member NCPA is unable to immediately confirm that
Contracting Member's Operation Contact has acknowledged receipt of such notice, NCPA will
automatically request Services from Contractor to remedy the problem identified without further
consultation with the impacted Contracting Member.
22
Meter Maintenance Program Agreement
EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
Compensation for Services provided under this Agreement will be based on the Compensation
Schedule and Hourly Fees in the Service Agreement and the provisions of Section 6 of this
Agreement. This Exhibit B is intended to be consistent with the provisions of Exhibit B of the
Service Agreement.
Fixed Meter Fee
CAISO revenue metering service pricing is broken into three categories based on the principal
purpose of the meter, and importance in the metering scheme. A "Primary Meter" means the meter
that is the settlement quality meter used by CAISO and/or by others for financial settlement. A
"Back-Up Meter" (otherwise known as a redundant meter or checking meter) means the meter that
is physically measuring the same power as the Primary Meter, but which is not the Primary Meter.
An "Auxiliary Meter" means the meter that is intended to measure parasitic or other station loads.
The following schedule of CAISO metering rates reflects Contractors rates, measured per meter,
per year, for retaining Contractor's Services as stated herein. This schedule shall be deemed
amended in the event that Exhibit B of the Service Agreement is amended.
CAISO METER TYPE
Primary Meter
Back-Up Meter
Auxiliary Meter
$1,360 Per Meter Per Year
$740 Per Meter Per Year
$320 Per Meter Per Year
Service Fee
Service
Rate
Discount Rate
Travel Surcharge for scheduled
Within 200 miles of Folsom: Included
Same
maintenance and up to one annual
201 - 250 miles: $400 per trip
emergency site visit (applies only to
251 - 300 miles: $500 per trip
sites located more than 200 miles
301 - 500 miles: $600 per trip
from Folsom, California 95630
Travel Costs for additional services
Billed at actual cost + 12%
Same
RTU/PLC/ Specialist
$130 / Hour
Same
CAISO Certified Meter Inspector for
$130 / Hour
Same
add'l services
23
Meter Maintenance Program Agreement
EXHIBIT C
LIST OF PRIMARY SITES AND EQUIPMENT
The Primary Sites and Equipment included within the Scope of Services provided under this
Agreement are listed in this Exhibit C. This Exhibit C is intended to be consistent with Exhibit B of
the Service Agreement, and shall be deemed amended in the event Exhibit B of the Service
Agreement is amended.
Primary Sites
Site Type
Contracting
Member
Primary
Meter
Back-
Up
Meter
Auxiliary
Meter
ScadaPak
RTU
Allen/Bradley
PLC
Other
PLC
Oakland C
Load
Alameda
1
-
-
1
Oakland J
Load
Alameda
1
-
-
1
-
Biggs 12 KV
Load
Biggs
1
-
-
1
-
Biggs 60 KV
Load
Biggs
1
-
-
1
-
-
Gridley
Load
Gridley
1
-
-
1
-
-
Healdsburg
Load
Healdsburg
1
-
-
1
-
-
Lodi Industrial
Load
Lodi
2
-
-
1
-
Lodi White Slough
Load
Lodi
1
-
1
-
Lompoc
Load
Lompoc
2
1
-
Palo Alto
Load
Palo Alto
3
-
1
-
-
Palo Alto COBUG
Generation
Palo Alto
1
-
1
-
-
Plumas Marble
Load
Plumas
1
_
_
Portola
Scada
Plumas Quincy
Load
Plumas
1
-
-
1
-
Oakland Airport
Load
Port
2
-
-
1
-
-
Oakland Marina
Load
Port
2
-
-
1
-
-
Ukiah Babcock
Load
Ukiah
1
-
-
1
-
-
Ukiah Gobbie
Load
Ukiah
-
-
1
-
-
Ukiah Lake
Mendocino
Generation
Ukiah
1
_
3 --PLC
10,11,12
_
TOTAL
23
-
-
16
1
1
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Meter Maintenance Program Agreement
EXHIBIT D
CONTRACTING MEMBERS' AND NCPA OPERATIONAL CONTACTS
The following is a list of each Party's Operational Contacts:
Northern California Power Agency
John Sawicky
Assistant Manager, Information Services
651 Commerce Drive
Roseville, CA 95678
Office Phone: 916-781-4242
Fax: 916-783-7693
Email: john.sawicky@ncpa.com
Alameda Municipal Power
Robert Mackey
Electric Equipment Superintendent
Office Phone: 510-748-3958
Email: MACKEY@alamedamp.com
City of Biggs
Gary Davidson
Electric Superintendent
Office Phone: 530-846-5954
Fax: 530-846-8310
Email: gdavidson@gridley.ca.us
City of Gridley
Rob Hickey
City Administrator
Office Phone: 530-846-5695
Fax: 530-846-3229
Email: rhickey@gridley.ca.us
City of Healdsburg
Primary Contact
Todd Woolman
Electric Superintendent
Office Phone: 707-431-3341
Cell Phone: 707-480-6485
Email: twoolman@ci.healdsburg.ca.us
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Meter Maintenance Program Agreement
Secondary Contact
Terry Crowley
Electric Utility Director
Office Phone: 707-431-3340
Cell Phone: 707-490-8808
Email: tcrowley@ci.healdsburg.ca.us
After-Hours Contact
Healdsburg Police Department
707-431-3377
City of Lodi
Elizabeth Kirkley
Electric Utility Director
Office Phone: 209-333-6828
Email: ekirkley@lodielectric.com
City of Lompoc
Marty Hostler, P.E.
Electric Utility Division Manger
Office Phone: 805-875-8296
Cell Phone: 805-315-7055
Fax: 805-875-8296
Email: m_hostler@ci.lompoc.ca.us
City of Palo Alto
Rick Baptist
Electrical Systems Supervisor, Substations / SCADA
Office Phone: 650-496-6902
Cell Phone: 650-444-5055
Email: Richard.Baptist@CityofPaloAlto.org
Plumas Sierra Rural Electric Cooperative
Primary Contact
Greg Lohn
Office Phone: 530-832-6026
Cell Phone: 530-251-7449
Email: glohn@psrec.coop
Secondary Contact
Jason Harston
Office Phone: 530-832-6035
Cell Phone: 530-249-4605
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Meter Maintenance Program Agreement
Email: jharston@psrec.coop
Port of Oakland
Valerie Zabb-Parmley
Office Phone: 510-563-3941
Cell Phone: 510-715-9905
Email: vzabbparmley@portoakland.com
City of Ukiah
Mel Grandi, P.E.
Electric Utility Director
Office Phone: 707-463-6295
Cell Phone: 209-747-0546
Fax: 707-463-6204
Email: mgrandi@cityofukiah.com
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Meter Maintenance Program Agreement
EXHIBIT E
NCPA SUMMARIES OF LIABILITY INSURANCE
See the attached Summaries of the following insurance coverage:
Workers' Compensation & Employer's Liability
2. Automobile Liability & Physical Damage
3. Excess Liability
4. Professional Liability
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Meter Maintenance Program Agreement