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HomeMy WebLinkAboutAgenda Report - October 18, 2006 E-10() AGENDA ITEM CW I CITY OF LORI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt resolution authorizing the City Manager or designee to execute standard Electrical Interconnection A Co-Energy/Net Energy Metering Payment Agreements (EUD) MEETINS DATE: October 18, 2106 PREPAIED BY: Electric Utility Director RECOMMENDED ACTION: Adopt resolution authorizing the City Manager or designee to execute standard `Electrical Interconnection & Co-Energy/Net Energy Metering Payment Agreements and adopt the standard form of said Agreements as presented and attached. BACKGROUND INFORMATION: On October 4, 2006, the City Council approved two (2) new rate schedules referred to as the "Co -Energy Metering Rider" and the "Net Energy Metering Rider" to become effective on November 1, 2006. In order to accommodate future customer -installed wind or solar electric generating facilities, the Electric Utility Department desires to cite two new standardized agreements titled 4Electrical Interconnection & Co -Energy Metering Payment Agreement" and "Electrical Interconnection & Net Metering Payment Agreement" (attached). These forms update and replace separate net energy interconnection and payment agreements implemeltted by the utility approximately four years ago for net metering arrangements. Consolidating these two forms into one document simplifies and reduces the amount of paperwork to be reviewed/signed by the customer prior to installing solar or wind generation. A new agreement for Co - Energy Metering is also being established. The proposed standard agreements contain provisions to ensure that customer -owned solar and/or wind facWties are installed safety and in compliance with electrical standards and policies. They also stipulate the legal relationship between the parties and incorporate insurance and liability/indemnification provisions designed to protect the City and other customers_ In addition to the adoption of standard form of agreements, this resolution also requests that the City Manager or designee be provided the authority to execute same on behalf of the electric utility. Under the provisions of SB 1 (the Solar Bill) signed into law last month, a significant number of new solar installations are expected after January 1, 2008 when all electric utilities, including Lodi Electric, are required to begin providing rebates to encourage such installations. Advance authorization to execute standard electrical interconnection and payment agreements will improve customer service/satisfaction and comply with the intent of SB1 requiring expeditious utility approvals for new customer -owned solarlwind projects. APPROVED: _ Q _ Blair King, City Manager Aa car ar .a..r Mari �rnwna Pso 2 Fist- Not appicoia. Ft, Not opoombb. C w ElercMc Utlky Dkoctor Ply:. OdKutow, tAa w, Cu*x wwr Swims a Proms Atta0n*. RESOLUTION NO. 2006-188 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE STANDARD ELECTRICAL INTERCONNECTION & CO-ENERGY/NET ENERGY METERING PAYMENT AGREEMENTS AND ADOPTING A STANDARD FORM OF SAID AGREEMENTS NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Mainager or designee to execute standard Electrical Interconnection and Co-Energy/Net Energy Metering Payment Agreements on behalf of the City of Lodi; and BE IT FURTHER RESOLVED that the City of Lodi hereby adopts a standard form of said Agreements marked Exhibit A attached hereto. Doted: October 18, 2006 I hereby certify that Resolution No. 2006-188 was passed and adopted by the City Council of the City of Lodi in a regular meeting held October 18, 2006, by the following vote: AYES: COUNCIL MEMBERS — Beckman, Hansen, Johnson, Mounce, and Mayor Hitchcock NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None RANDI JOHL City Clerk 2006-188 EXHiSI T A CITY OF LODI ELECTRIC UTILITY ELECTRICAL INTERCONNECTION & CO+NERGY METERING PAYMENT AGREEMENT FOR GENERATING FACILITY OF GREATER THAN 10 kW AND LESS THAN 1.0 MW "Customer," and the City of Lodi (C.O.L), referred to collectively as "Parties," or individually as "Party," agree as follows: 1.0 SOLAR or WIND ELECTRIC GENERA'T'ING FACILITY: 1.1 Project Identification Number. 1.2 Generating Facility Information: Type of Generator (Solar)Win"ybrid): Generator Nattneplate Rating (W): Gross Nameplate Rating (kW): 1.3 Customer Service Address: 1.4 Customer Billing Address: 1.5 Customer Phone/Fax Number: 1.6 The Facility may consist of electricity -generating hardware, electrical controls, an inverter, automatic disconnect, and wiring to connect all of the above to C.O.L. electric distribution system (collectively referred to hereafter as the "Facility'). Customer shall furnish a complete description of the Generating Facility, its significant components and single -line diagram as part of this Agreement. 1.7 The Facility will be ready for operation on or about: 1.8 Customer Account/Meter Number: 2.0 OPERATING OPTION Customer has elected to construct, design, install, operate and maintain the Facility in a manner consistent with the normal and safe operation of the electric distribution system owned and operated by C.O.L The Facility is intended primarily to provide part or all of the Customer's own electrical energy requirements. By signing this Agreement, Customer understands, accepts, and agrees that connection and operation of the Customer's Facility shall be subject to the terms and conditions set forth in this Agreement and in C.O.L.'s rates, standards, rules a W regulations (referred to hereafter as the "Rules'). Any conflict between this Agreement and the Rules will he governed by the terms of the Rules. 3.0 CREDITS FOR CO -ENERGY METERING All credits for net energy are subject to C.O.L's "Rules", as amended from time to time. The proviWons of C.O.L's schedule CEM, "Co -Energy Metering Rider," shall be applicable. Any changes in C.O.L. rates which would act to modify this Agreement shall automatically be incorporated herein without the need for a formal amendment. 4.0 INTERRUPTION OR REDUCTION OF DELIVERIES 4.1 C.O.L. shall not be obligated to accept, and C.O.L. may require Customer to interrupt or reduce deliveries of energy to C.O.L : (a) when necessary in order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of C.O.L's equipment or part of C.O.L.'s system; or (b) if C.O.L. determines that curtailment, interruption, or reduction of receipt of energy from Customer's Facility is necessity because of emergencies, forced outages, force majeure, or compliance with prudent electrical practices. 4.2 As practicable, C.O.L. shall give Customer reasonable notice of the possi bility that interruption or reduction of deliveries may be required. The Parties acknowledge that such notice is not a legal requirement. 43 Notwithstanding any other provision of this Agreement, if at any time C.O.L., in its sole discretion, determines that either (a) the Facility may endan- ger C.O.L. personnel or member of the general public, or (b) the continued operation of Customer's Facility may impair the integrity of C.O.L.'s electric distribution system, C.O.L. shaft have the right to disconnect Customer's Facility from C.O.L's electric distribution system. Customer's Facility shall remain disconnected until such time as C.O.L is satisfied that the condition (s) referenced in (a) or (b) of this paragraph have been corrected. 4.4 C.O.L shall not be obligated to compensate Customer for any loss of use of generation of energy during any and all periods of disconnection. 5.0 CONDITIONS OF FACILITY OPERATIONS 5.1 Customer shall deliver available energy from the Facility to C.O.L at the utility's meter. 5.2 Customer, and not C.O.L. shall be solely responsible for all legal and financial obligations arising from the construction, installation, design, opera- tion, and maintenance of the Facility in accordance with all applicable lams, ordinances, regulations and standards (LORS). 5.3 Customer, at Customer's sole expense, shall obtain and possess all permits and authorizations in accordance with all applicable laws and regulations for the construction, installation, design, operation and maintenance of the Facility. 5.4 Co -energy metering shall be accomplished using two meters in the inter- connection of the Facility in parallel with C.O.L's electric distribution system. One meter shall measure the Customer electricity usage and the other meter shall record the power production of the Facility. Customer shall provide and install C.O.L. approved meter socket in accordance with C.O.L's metering stan- dards. The customer shall be responsible for all expenses involved in purchas- ing and installing the appropriate meters with communication interface. Meters shall be capable of measuring electricity flow in both directions and shall be equipped with "time -of -use" measurements. . 5.5 C.O.L may install, at its expense, additional metering equipment. 5.61n the event the Customer sells said property, this existing Agreement will be null and void. The existing facility system will be disconnected by C.O.L once the Customer has vacated the premises and before a new owner Inhabits the premise. Customer shall notify C.O.L of such property sale, as weft as effective date of said sale of property. 5.71n the event that said property is a rental property, the customedowner of property will be responsible for maintaining the system and adhering to all: safety requirements. In addition, the property owner will be required to sign the contractual arrangement — not the tenant (renter). 5.8 Customer shall not connect the Facility, or any portion of it, to C.O.L's electric distribution system, until written approval of the Facility has been given to Customer by C.O.L. Such approval shall not be unreasonably withheld. C.O.L. shall have the right to have representatives present at the initial testing of Customer's Facility. 5.9 Customer may reconnect its Facility to the C.O.L system following normal operational outages and interruptions by the Customer, without notifying C.O.L unless C.O.L has disconnected service or C.O.L notifies customer that a reasonable possibility exists that reconnection would pose a safety hazard. If C.O.L has disconnected service to the Facility, or C.O.L has notified Customer that a reasonable possibility exists that reconnection would pose a safety hazard, Customer shall call C.O.L to request authorization to reconnect the Facility, 6.0 INTERCONNECTION DESIGN STANDARDS 6.1 Customer's Facility, and all portions of it used to provide or distribute electrical power and parallel interconnection with C.O.L's distribution equipment shall be designed, installed, constructed, operated and maintained in compliance with this Agreement and C.O.L's Rules. Compliance with this section is mandatory unless prior written C.O.L. approval Is provided for those specific items not in compliance. Exemptions shall be in writing, signed by C.O.L, and shall be attached to and become a part of this agreement. 6.2 Customer shall conform to applicable California Electric Code (CEC) Standards [CEC 690] and applicable building codes. 6.3 Customer shall have a dedicated circuit from the inverter to electrical service panel with a circuit breaker or fuse [CEC 690-64(b)(1)]. WHTE - C.O.L. E.U.D. YELLOW • CUSTOMER BLUE - C.O.L. C.D. 6.4 Customer's overcurrent device at the service panel shall be marked to indicate facility pallier source [CEC 690-64(b)(4)1. 6.5 The Customets inverter shall have the following minimum specifications for parallel operation with C.O.L. Inverter output shall automatically disconnect from C.O.L. source upon loss of C.O.L. voltage a0d not reconnect until C.01 voltage has been restored by C.O.L. [CEC 690-611]. The facility shall synchronise with C.O.L's electric distribution system voltage and frequency before closing in parallel. Inverter shall meet the applicable requirements of IEEE 929, "Recommended Practice for Utility.lnterface of Photovoltaic (PV) Systems," IEEE 519, "Recommended Fbactices and Requirements for harmonic Control in Electrical Power Systems," and Underwriters Laboratories (UL) 1741, "Standard for Static Inverters arA Charge Controllers for Use in Photovoltaic Power Systems." 6.6 The Customer shall comply with C.01's Engineering Construction Standard 942 0244. 6.7 The Facility sliall be designed and constructed for grid connection in accordance with the Interconnection, Protective Equipment, Power factor, Metering and Operating Requirements and other applicable provisions as stipulated in C.01's Rules. Power system studies and special operating agree- ment may be req*cd before interconnecting the Customers Facility to C.O.L's electric dletributlen system. 7.0 MAINTENAOCE AND PERMITS Customer shall: (s) maintain the Facility in a safe and prudent manner and in conformance withAll applicable laws and regulat*ns including, but not limited to, requirements at Section 6.4 above, and (b) to Rte extent that future require- ments may require, obtain any governmental authorizations or permits required for the *ration of the Facility. Custorrnt r shall reimburse C.O.L for any and all losses, damsges, claims, penalties, or liability C.O.L. incurs as a result of CustomeA failure to obtain or maintain any governmental authoriza- tions and permits required for construction and operation of the Customer's Facility. C.O.L.'s receipt of final inspection/permits from the customer is a condition precedent to C.O.L's execution of this gement 8.0 ACCESS TO PREMISES C.O.L. may enter Customer's premises without prior notice (a) to inspect at all reasonable hours Customer's protective devices and read or test any meter for the Facility and (4o to disconnect, at any time, wilhoul notice, the Facility if, in C.O.L's sole opinW, a hazardous condition exista. The Customer's protective devices, disconneo and facgNes for the C.O.L. tiietering equipment shall not be located behindlocked gates, as viewed from the street, or have access obstructed by landscaplrig, stored materials and/or equipment (Lodi Municipal Code section 13.28130). 9.0 INDEMNITY AND LIABILITY BY CUSTOMER 9.1 Customer shill indemnify and hold C.O.L, its elected officials, officers, agents and emplooes Itanttlen against all loss, d images, expense and liability to third personsinjury or death of persons or Injury to property caused by the Customer's e4neering, design, constructior4 installation, ownership, maintenance or aerations of, or the making of replacements, additions or bet- terment to, or by lilllure of the Facility in connet#!on with this Agreement by reason of omissioes or negligence, whether active or passive. Customer shall, on C.O. Us requesk defend any suit asserting a claim covered by this indemnity provision. Customer shall pay all costs, including attorneys fees, that may be incurred by C.O.L. in enforcing this indemnity provision. 9.2 Nothing in tbk Agreement shall be construed to create arty duty to, any standard of care th reference to, or any liabilitX to, any person not a party to this Agreement. Wther C.O.1., its elected ofiici*, agents or employees shall be liable for any o*ims; demands, costs, losses, curses of action, or any other liabRity of any nye or kind, arising out of the drigineering, design, construc- tion, ownership, pointenance or operation of, or snaking of replacements, addi- tions or bettermeo to, Custotnaer's Facility except to the extent actually caused by the sole and guiles negligence of C.O.L 9.3 Neither C.O.}„ its elected officials, agents or employees shall be liable for damages of any kid to the Facility caused by any electrical disturbance of the C.O.L. system or dis the system of another, whethhr or not the electrical distur- bance results from the negligence of C.O.L or not. 9.4 In connection.with the Customer's performame of its duties and obligations under this Agreei*nt, the Customer shall maintain, during the term of the Agreement, genes liablllly Insurance covering Wilily injury and property dame in accorce with C.O.L's Rules. C.O.L'shall have the right to inspect or obtain a copy at any policy of insurance requiied in accordance with C.01's Rules. 10.0 GOVERNING LAW AND VENUE This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. Venue for any legal proceedings brought under this Agreement shall be with the San Joaquin County Superior Court. 11.0 AMENDMENTS, MODIFICATIONS OR WAIVER This Agreement will at all times be subject to C.O.L's Rules, as amended from time to time. Any changes in C.O.L. Rules which would act to modify this Agreement shall automatically be incorporated herein without the need for a formal amendment Except as otherwise provided herein, any amendments or modifications to this Agreement shall be in writing and agreed to by both Parties. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Parry of the breach of any tern or covenant contained in this Agreement, whether by conduct or otherwise, shall be deemed to be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant unless such waiver is in writing and signed by the Parties. 12.0 NOTICES All written notices shall be directed as follows: City of Lodi Electric Utility Attn: Customer Programs 1331 S. Ham lane, Lodl, CA 95242 Customer's notices to C.O.L. pursuant to this Section 12 must refer to the Project Identification Number set forth in Section 1.1. CUSTOMER. Customer name and billing address as shown on front page. Notice by first-class mail, postage prepaid, shall be deemed to have been made 3 -days from the date of mailing. Notice by overnight delivery or hand -delivery shall be deemed to have been made as of the date of receipt 13.0 TERM OF AGREEMENT This Agreement shall be in effect when signed by the Customer and C.O.L This Agreement shall remain in effect unless terminated by either Party upon thirty (30) days prior written notice in accordance with Section 12. C.O.L may termi- nate this Agreement for any violation of this Agreement or any violation of C.O.L's Rules. 14.0 ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the understanding of the Parties and supercedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Agreement must be in writing and executed by the Parties. 15.0 SIGNATURES The signatories to this Agreement represent that each has full right, power, and authority to execute this Agreement on behalf of the entity each purports to represent. IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duty authorized representatives. This Agreement is effective as of the last date set forth below. CUSTOMER SIGNATURE NAME TITLE DATE CITY OF LODI, a municipal corporation, ELECTRIC UTILrff SIGNATURE NAME ELECPRIC t1TILITY DIRECTOR Tats DATE WHITE - C.O.L. E.U.D. YELLOW • CUSTOMER BLUE - C.O.L. C.D. CITY OF LODI ELECTRIC UTILITY ` ELECTRICAL INTERCONNECTION & NET ENERGY METERING PAYMENT AGREEMENT FOR GENERATING FACILITY OF 10 kW OR LESS , "Customer," and the City of Lodi (C.01), referred to collectively as "Parties," or individually as `Party," agree as follows: 1.0 SOLAR OR FIND ELECTRIC GENERATING FACILITY: 1.1 Project Identfcation Number: 1.2 Description of Customer's Generating Facility: Type of Genehator (Solar/Wind/14ybrid) Generator Rating (CEC PTC Watts -DC) Inverter Manufacturer used with Generator Inverter Model No. System Rating (Watts -AC) 1.3 Customer's Service Address: 1.4 Customer's Billing Address: 1.5 Customer's Phone No. at Service Address ( ): Alternate ( ): 1.6 The Facility consists of electricity -generating hardware, electrical controls, an inverter, automatic disconnect, and wiring to connect all of the above to C.O.L electricity distribution system at C.O.L. meter (collectively referred to hereafter as the "Facility'). I.7 The Facility will be ready for operation on or about: 1.8 Customer Account No.: 2.0 OPERATING OPTION Customer has elected to construct, design, install, operate and maintain the Facility in a manner consistent with the normal and safe operation of the electric distribution system owned and operated by C.O.L The Facility is intended primarily to provide part or all of the Customer's own electrical energy requirements. By signing this Agreement, Customer understands, accepts, and agrees that connection and operation of the Customer's Facility shall be subject to the terms and conditions set forth in this Agreement and in C.O.L.'s rates, standards, rules and regulations (referred to hereafter as the "Rules'). Any conflict between this Agreement and the Rules will be governed by the terms of the Rules. 3.0 CREDITS FOR NET ENERGY METERING All credits for net energy are subject to C.O.L.'s "Rules", as amended from time to time. The provishns of C.O.L's schedule NEM, "Net Metering Rider," shall he applicable. Any Changes in C.O.I. rates which would act to modify this Agreement shall automatically be incorporated herein without the need for a formal amendment. HUM► T1 111>Il1l .10117 A 9c 11WAI N WUll-wil AXPAW 4.1 C.O.L. shall not be obligated to accept, and C.O.L. may require Customer to interrupt or reduce.:. deliveries of energy to C.O.L.: (a) when necessary in order to construct, instal, maintain, repair, replace, remove, investigate, or inspect any of C.O.L's equoment or part of C.O.L.'s system; or (b) if C.O.L. determines that curtailment, interruption, or reduction of receipt of energy from Customer's Facility is necessary because of emergencies, forced outages, force majeure, or compliance with ptrtdent electrical practices. 4.2 As practicable, C.O.L shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries maybe required. The Parties acknowledge that such notice is not a legal requirement. 4.3 Notwithstanding any other provision of this Agreement, if at any time C.O.L, in its sole discretion, determines that either (a) the Facility may endan- WHITE - C.O.L. E.U.D. YELLOW ger C.O.L personnel or member of the general public, or (b) the continued operation of Customer's Facility may impair the integrity of C.O.L.'s electric distribution system, C.O.L shall have the right to disconnect Customer's Facility from C.O.L's electric distribution system. Customer's Facility shall remain disconnected until such time as C.O.I. is satisfied that the condition(s) referenced in (a) or (b) of this paragraph have been corrected. 4.4 C.O.L shall not be obligated to compensate Customer for any loss of use of generation of energy during any and all periods of disconnection. 5.0 CONDITIONS OF FACILITY OPERATIONS 5.1 Customer shall deliver available energy from the Facility to C.O.L at the utility's meter. 5.2 Customer, and not C.O.L shall be solely responsible for all legal and financial obligations arising from the construction, installation, design, opera- tion, and maintenance of the Facility in accordance with all applicable laws, ordinances, regulations and standards (LORS). 5.3 Customer, at Customer's sole expense, shall obtain and possess all permits and authorizations in accordance with all applicable laws and regulations for the construction, installation, design, operation and maintenance of the Facility. 5.4 Net Energy metering shall be accomplished using a single meter capable of registering the Clow of electricity in two directions. If the Customers exist- ing electrical meter is not capable of measuring the flow of electricity in two directions, C.O.L shall replace the meter with a Net Energy Meter (NEM). Customer shall provide and install C.O.L. approved meter socket in accordance with C.O.L.'s metering standards. The customer shall be responsible for all expenses involved in purchasing and installing a meter that is able to measure electricity flow in two directions. 5.5 C.O.I. may install, at its expense, additional metering equipment. 5.6 In the event the Customer sells said property, this existing Agreement will be null and void. The existing facility system will be disconnected by C.O.L once the Customer has vacated the premises and before a new owner Inhabits the premise. Customer shall notify C.O.L of such property sale, as well as effective date of said sale of property. 5.7 In the event that said property is a rental property, the customer/owner of property will be responsible for maintaining the system and adhering to all safety requirements. In addition, the property owner will be required to sign the contractual arrangement — not the tenant (renter). 5.8 Customer shall not connect the Facility, or any portion of it, to C.O.L's electric distribution system, until written approval of the Facility has been given to Customer by C.O.L Such approval shall not be unreasonably withheld. C.O.L shalt have the right to have representatives present at the Initial testing of Customer's Facility. 5.9 Customer may reconnect its Facility to the C.O.I. system following normal operational outages and interruptions by the Customer, without notifying C.O.L unless C.Q.L. has disconnected service or C.O.L. notifies customer that a reasonable possibility exists that reconnection would pose a safety hazard. If C.O.L. has disconnected service to the Facility, or C.O.L has notified Customer that a reasonable possibility exists that reconnection would pose a safety hazard, Customer shall call C.O.L. to request authorization to reconnect the Facility. 6.0 INTERCONNECTION DESIGN STANDARDS 6.1 Customers Facility, and all portions of it used to provide or distribute electrical power and parallel interconnection with C.O.L's distribution equipment shall be designed, installed, constructed, operated and maintained in compliance with this Agreement and C.O.L's Rules. Compliance with this section is mandatory unless prior written C.O.I. approval is provided for those specific items not in compliance. Exemptions shall be in writing, signed by C.O.L., and shall be attached to and become a part of this agreement. 6.2 Customer shall conform to applicable California Electric Code (CEC) CUSTOMER BLUE - C.O.L. G.D. Standards [CEC Ems] and applicable building codes. 6.3 Customer shat have a dedicated circuit from the inverter to electrical service panel with a circuit breaker or fuse [CEC 690-64(b)(1)]. 6.4 Customer's overcurrent device at the service panel shall be marked to indicate facility power source jCEC 690-64(b)(4)]. 6.5 The Customer's inverter shall have the following minimum specifications for parallel operation with C.O.L. Inverter output Shall automatically disconnect from C.O.L. source upon loss of C.O.L. voltage and not reconnect until C.O.L. voltage has been restored by C.O.L. [CEC 690-611. Inverter shall meet the applicable requirements of IEEE 929, "Recommended Practice for Utility Interface of Photovoltaic (PV) Systems," IEEE 519, "Recommended Practices and Requirements for Harmonic Control in Electrical Power Systems," and Underwriters Laboratories (UL) 1741, "Standard for Static Inverters and Charge Controllers for Use in Photovoltaic Power Systems." 6.6 The Customer shall comply with C.O.L.'s Engineering Construction Standard 942 0240. 7.0 MAINTENANCE AND PERMITS Customer shall: (s) maintain the Facility in asafVt and prudent manner and in conformance witltk',all applicable laws and regulathtns includin& but not limited to, requirements of Section 6.0 above, and (b) to the extent that future require- ments may require, obtain any governmental authorizations or permits required for the operation of the Facility. Customer shall reimburse C.O.L. for any and all losses, damages, claims, penalties, or liability C.O.L. incurs as a result of Customees failure to obtain or maintain any governmental authoriza- tions and permits required for construction and operation of the Customer's Facility. C.O.L.'s receipt of final inspection/permils from the customer shall be a condition precedent to C.O.L.'s execution of this Agreement 8.0 ACCESS TO PREMISES C.O.L. may enter Customer's premises without prior notice (a) to inspect at all reasonable hours Customer's protective devices and read or lest any meter for the Facility and (b) to disconnect, at any time, without notice, the Facility if, in C.O.L.'s sole opinion, a hazardous condition exists. The Customer's protective devices, disconnects and facilities for the C.O.L. metering equipment shall not be located behindlocked galea, as viewed from the street, or have access obstructed by landscaping, stored materials and/or equipment (Lodi Municipal Code section 13.26.130). 9.0 INDEMNITY AND LIABILITY BY CUSTOMER 9.1 Customer shall indemnify and hold C.O.L., its elected officials, officers, agents and employees harmless against all loss, damages, expense and liability to third persons far injury or death of persons or Injury to property caused by the Customer's engineering, design, construction, installation, ownership, maintenance or aerations of, or the making of Meplacentents, additions or bet- terment to, or by bilure of, the Facility in connection with this Agreement by reason of omission or negligence, whether active or passive. Customer shall, on C.O.L.'s requell, defend any suit asserting a daim covered by this indemnity provision. Customer sha0 pay all costs, including attorneys fees, that may be incurred by C.O.L. in enforcing this indemnity provision. 9.2 Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, or any liabillIt to, any person not a party to this Agreement. Illeither C.O.L., its elected officials, agents or employees shall be liable for any daims, demands, costs, losses, causes of action, or any other liability of any n*re or kind, arising out of the engineering, design, construc- tion, ownership, maintenance or operation of, or making of replacements, addi- tions or bettermeW to, Customer's Facility except to the extent actually caused by the sole and g6ss negligence of C.O.L. 9.3 Neither COL, its elected officials, agents or employees shall be liable for damages of any *d to the Facility caused by al electrical disturbance of the C.O.L. system or ctrl the system of another, whether or not the electrical distur- bance results froth the negligence of C.O.L. or n&L 9.4 In connection with the Customer's performance of its duties and obliga- tions under this it reement, the Customer shall jamintaln, during the term of the Agreement, jjoneral flabiiilly insurance covering bodily injury and property damage in accotdhttce with C.O.L's Rules. 9.5 C.D.L. shall have the right to inspect or obq in a copy of any policy of insurance requirW in accordance with C.O.L.'s Rules. WHITE - C.O.L. E.U.D. YELLOW 10.0 GOVERNING IAW AND VENUE This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly wMtinthe State of California. Venue for any legal proceedings brought under this Agreement shall be with the San Joaquin County Superior Court. 11.0 AMENDMENTS, MODIFICATIONS OR WAIVER This Agreement will at all times be subject to C.O.L.'s Rules, as amended from time to Lime. Any changes in C.O.L. Rules which would act to modify this Agreement shall automatically be incorporated herein without the need for a formal amendment. Except as otherwise provided herein, any amendments or modifications to this Agreement shall be in writing and agreed to by both Parties. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, shall be deemed to be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant unless such waiver is in writing and signed by the Parties. 12.0 NOTICES All written notices shall be directed as follows: City of Lodi Electric Utility Attn: Customer Programs 1331 S. Ham Lane, Lodi, CA 95242 Customer's notices to C.O.L. pursuant to this Section 12 must refer to the Project Identification Number set forth in Section I.I. CUSTOMER. Customer name and billing address as shown on front page. Notice by first-class mail, postage prepaid, shall be deemed to have been made 3 -days from the date of mailing. Notice by overnight delivery or hand-dellvery shall be deemed to have been made as of the date of receipt 13.0 TERM OF AGREEMENT This Agreement shalt be in effect when signed by the Customer and C.O.L This Agreement shall remain in effect unless terminated by either Party upon thirty (30) days prior written notice in accordance with Section 12. C.O.L. may termi- nate this Agreement for any violation of this Agreement or any violation of C.O.L.'s Rules. 14.0 ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the understanding of the Parties and supercedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Agreement must be in writing and executed by the Parties. 15.0 SIGNATURES The signatories to this Agreement represent that each has full right, power, and authority to execute this Agreement on behalf of the entity each purports to represent. IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives, This Agreement is effective as of the last date set forth below. CUSTOMER SIGNATURE NAME TM DATE CITY OF LODI, a municipal corporation, ELECTRIC UTILPEY SIGNATURE NAME ELECTRIC UTILITY DIRECTOR TME DATE CUSTOMER BLUE - C.O.L. C.D.