HomeMy WebLinkAboutAgenda Report - December 3, 2014 C-03AGENDA ITEM C4043
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AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Meter Maintenance
Program Agreement with Northern California Power Agency
MEETING DATE: December 3, 2014
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a Meter
Maintenance Program Agreement with the Northern California
Power Agency (NCPA).
BACKGROUND INFORMATION: The Lodi Electric Utility (LEU) operates as a Metered Subsystem
(MSS) within the California Independent System Operator (CAISO)
Balancing Authority (BA) Area and is a party to the Third Amended
and Restated NCPA MSS Aggregator Agreement (MSSA Agreement). As such, the City is obligated to
comply with CAISO tariff provisions applicable to transmission grid intertie metering equipment, including
maintenance, testing and certification. The LEU currently has three such transmission grid intertie meters
serving the loads of the City.
NCPA has developed a Meter Maintenance Program Agreement under which NCPA will acquire services
from Trimark Associates, on behalf of the City, to perform the required meter maintenance activities.
Trimark was previously performing these services under a three year contract approved in 2011, set to
expire at the end of this calendar year. The proposed Meter Maintenance Program Agreement is for a
term of five years and is consistent with the terms of the underlying General Services Agreement
between Trimark and NCPA.
The Meter Maintenance Program Agreement will act as a pass through agreement for the cost of
services provided. NCPA will pass through all costs incurred under the General Services Agreement with
Trimark that are applicable to LEU's metering equipment.
FISCAL IMPACT: Costs for services provided to the LEU under the Meter Maintenance
Program Agreement will be approximately $26,500 over the five year
contract.
FUNDING AVAILABLE: Included in the FY2014/15 Budget Account No. 50060500,
Jordan Ayers
Deputy City Man�er Interna �e Director
Elizabeth A. Kirk y
Electric Utility Director
PREPARED BY: Melissa Price, Rates & Resources Manager
EAK/MP/ke
APPROVED:
Ste ph n Schwaba ue?,-Cio Manager
CPA
NQRTNERN CAUFBRNIA �UWER ABEMCY
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
, 20_ (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 ("Services") described in this Agreement.
1.3 Article 111, Section 3 of the "Amended and Restated Northern California Power
Agency Joint Powers Agreement" (as amended and effective January 1, 2008) (hereinafter "JPA")
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 "[tjhe
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 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 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 Third 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 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 , 20� ("Service Agreement").
1.7 Contracting Members desire to secure NCPA's Services under this Agreement to
manage the maintenance, repair, testing, certification, installation, replacement, and removal of the
metering equipment listed in Exhibit C of the Service Agreement, which is owned or operated by
Contracting Members.
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.
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 Member" or "Member" shall mean a signatory 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 20_, 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
OFPERFORMANCE
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 attached
hereto and incorporated herein. ("Services").
3.2 Authorized Representatives. The Authorized Representatives of the Parties for
contract administration purposes under this Agreement are listed in Section 12.8.
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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 B 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.
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 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 C and incorporated
herein. NCPA warrants and represents that the types of liability insurance and coverage limits
shown in Exhibit C 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.
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:
(a) Annual Service Fees. Charges for Services provided hereunder include a fixed
annual fee listed in Exhibit B of the Service Agreement. Each Contracting Member's
allocated share of the annual fee for Services provided hereunder is equal to the
sum of the annual cost per site listed in Exhibit C of the Service Agreement, as
adjusted for each annual period, for the Equipment owned by the Contracting
Member.
(b) Hourly Service Fees. Certain Services provided hereunder are performed on a time
and materials basis, and charges for such Services are based on the hourly rate
schedule listed in Exhibit B of the Service Agreement. Service fees for activities that
are performed on a time and materials basis will be charged to each Contracting
Member based on 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.
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 to each Contracting Member 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
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
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 B, attached hereto and incorporated herein 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.
10.2 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.
Section 11. KEEPING AND STATUS OF RECORDS
11.1 Records Created as Part of NCPA's Performance. All reports, data, maps, models,
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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
Receiving Party;
(b) Has been made known to Receiving Party by a third party in accordance with such
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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,
written studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper,
Meter Maintenance Program Agreement
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
Glenn Steiger
General Manager
Alameda Municipal Power
2000 Grand Street
PO Box H
Alameda, CA 94501
City of Biggs
Mark Sorensen
Utility Director
City of Biggs
465 "C" Street
PO Box 307
Biggs, CA 95917
City of Gridley
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Meter Maintenance Program Agreement
Rob Hickey
Utility Director
City of Gridley
685 Kentucky Street
Gridley, CA 95948
City of Healdsburg
Terry Crowley
Utility Director
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
City of Lodi
Elizabeth Kirkley
Utility Director
City of Lodi
1331 Ham Lane
Lodi, CA 95242
City of Lompoc
Larry Bean
Utility Director
City of Lompoc
100 Civic Center Plaza
PO Box 8001
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
Plumas Sierra Rural Electric Cooperative
Bob Marshall
Utility Director
Plumas Sierra Rural Electric Cooperative
732233 Highway 70
Portola, CA 96122
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Meter Maintenance Program Agreement
Port of Oakland
Jill Bornor-Brown
Utility Director
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
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.
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.
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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 metering equipment listed in Exhibit C of the Service
Agreement that is owned or operated by a Contracting Member, and such changes to Exhibit C of
the Service Agreement shall not constitute an amendment to this Agreement.
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 B.
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.
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Meter Maintenance Program Agreement
The Parties have executed this Agreement as of the Effective Date.
Northern California Power Agency City of Alameda
JAMES H. POPE, General Manager
Attest:
Assistant Secretary of the Commission
Attest:
Approved as to Form: Approved as to Form:
General Counsel
City of Biggs
Attest:
City of Gridley
Attest:
Approved as to Form: Approved as to Form:
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Meter Maintenance Program Agreement
City of Healdsburg City of Lodi
Attest:
Attest:
Approved as to Form: Approved as to Form:
City of Lompoc City of Palo Alto
Attest:
Attest:
Approved as to Form: Approved as to Form:
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Meter Maintenance Program Agreement
Plumas Sierra Rural Electric Cooperative City of Oakland (Acting through its Board of
Commissioners)
Attest:
Approved as to Form:
City of Ukiah
Attest:
Approved as to Form:
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Meter Maintenance Program Agreement
Attest:
Approved as to Form:
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 (or "Work" as referred to in the Service Agreement) 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 Work set forth in the Service
Agreement.
The Scope of Work provided in accordance with this Agreement and the Service Agreement are
described below, and have been made for the purpose of monitoring, maintaining and repairing
Supervisory Control and Data Acquisition systems ("SCADA"), metering equipment (including
CAISO revenue quality metering equipment), and any communications or interface devices
provided by Contractor (all of which are referred to herein as "Equipment") located at or installed on
the premises of the Contracting Members' sites ("Project Sites") listed in Exhibit C of the Service
Agreement.
Pursuant to this Agreement and the Service Agreement, Contractor agrees to perform the following
Services:
Support for failures of Equipment:
a, Provide remote network or dial -in support service to troubleshoot and make repairs
of the Equipment located at each Project Site for any reported failures within: (i)
four (4) hours from the time support is requested during business hours, or (ii)
within 24 hours from the time support is requested during any hours that are not
business hours;
b. Provide support service at each Project Site (if necessary) within one (1) business
day following a reported failure related to the Equipment; and
c. Provide one (1) annual emergency visit for each Project Site (if necessary) to repair
or replace failed Equipment, including travel and other expenses as incurred by
Contractor.
For the purpose of this Exhibit A, "business hours" are defined as 8:00 a.m. through 5:00 p.m. (PT),
Monday through Friday, not including Federal Reserve Bank holidays.
2, Equipment monitoring and maintenance:
a. Conduct one (1) annual maintenance inspection and assessment of the Equipment
at each Project Site; such includes:
i. Clean the computer equipment, perform backups and updates;
ii. Replace the meter battery (on a two (2) year cycle) and conduct a meter
registration test (annually);
iii. Inspect Equipment for any corrosion, deterioration or other pending
circumstances that may lead to or make failure eminent; and
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Meter Maintenance Program Agreement
iv. Maintain current configuration files and documentation on the Equipment,
including databases and configuration detail for SCADA
3. Miscellaneous Work performed on a time and materials basis:
a. Upon request made by Agency to Contractor, Contractor may perform Work
consistent with the general scope of work performed in accordance with the
Service Agreement; the general descriptions of tasks and hourly fees for such
Work are further described in Table B of Exhibit B of the Service Agreement.
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Meter Maintenance Program Agreement
EXHIBIT B
CONTRACTING MEMBERS' AND NCPA OPERATIONAL CONTACTS
The following is a list of each Party's Operational Contacts:
Northern California Power Agency
Steve Rawson
Computer Technology Analyst-SCADA
651 Commerce Drive
Roseville, CA 95678
Office Phone: 916-781-4285
Fax: 916-781-4226
Email: steve,rawson@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
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Meter Maintenance Program Agreement
Cell Phone: 707-480-6485
Email: twoolman@ci.healdsburg.ca.us
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
Charles Berry
Electric Utility Superintendent
Office Phone: 209-333-6764
Email: cberry@lodi,gov
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 I 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
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Meter Maintenance Program Agreement
Jason Harston
Office Phone: 530-832-6035
Cell Phone: 530-249-4605
Email: jharston@psrec.coop
1127saYeTteM. We
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 C
NCPA SUMMARIES OF LIABILITY INSURANCE
See the attached Summaries of the following insurance coverage:
1. Workers' Compensation & Employer's Liability
2. Automobile Liability & Physical Damage
3. Excess Liability
4. Professional Liability
2328439.3
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Meter Maintenance Program Agreement
RESOLUTION NO. 2014-216
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE
METER MAINTENANCE PROGRAM AGREEMENT WITH
NORTHERN CALIFORNIA POWER AGENCY
WHEREAS, the Lodi Electric Utility (LEU) operates as a Metered Subsystem
(MSS) within the California Independent System Operator (CAISO) Balancing Authority
(BA) Area and is a party to the Third Amended and Restated Northern California Power
Agency (NCPA) MSS Aggregator Agreement (MSSA Agreement); and
WHEREAS, the City is obligated to comply with CAISO tariff provisions applicable tc
transmission grid intertie metering equipment, including maintenance, testing and certification;
and
WHEREAS, the LEU currently has three such transmission grid intertie meters
serving the loads of the City; and
WHEREAS, NCPA has developed the Meter Maintenance Program Agreement under
which NCPA will acquire services from Trimark Associates, on behalf of the City, to perform
the required meter maintenance activities; and
WHEREAS, Trimark was previously performing these services under a three-year
contract approved in 2011, set to expire at the end of this calendar year; and
WHEREAS, the proposed Meter Maintenance Program Agreement is for a term of
five years and is consistent with the terms of the underlying General Services Agreement
between Trimark and NCPA; and
WHEREAS, the Meter Maintenance Program Agreement will act as a pass through
agreement for the cost of services provided whereby NCPA will pass through all costs
incurred under the General Services Agreement with Trimark that are applicable to LEU's
metering equipment; and
WHEREAS, NCPA is not authorized to perform any initial services or incur any costs
under the terms of the Meter Maintenance Program Agreement until its receipt of a written
Resolution from the City confirming its authority to enter into this Agreement and confirming
that the City has allocated funds for and approved payments to NCPA under this Agreement;
and
WHEREAS, costs for services provided to the LEU under the Meter Maintenance
Program Agreement will be approximately $26,500 over the five-year contract and the LEU
has allocated the appropriate funds within its FY 2014/15 budget for said payments to NCPA.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute the Meter Maintenance Program Agreement with
NCPA, and affirms that Lodi Electric Utility has allocated funds within its FY 2014/15
budget for payments to NCPA under the Meter Maintenance Program Agreement.
Dated: December 3, 2014
I hereby certify that Resolution No. 2014-216 was passed and adopted by the Lodi
City Council in a regular meeting held December 3, 2014, by the following vote:
AYES: COUNCIL MEMBERS — Hansen, Johnson, Mounce, Nakanishi, and
Mayor Katzakian
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
-E M. R 615PN-
ity
Clerk
2014-216