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HomeMy WebLinkAboutResolutions - No. 2006-188A 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, , B IT RESOLVED that the Lodi City Council does hereby authorize the City Manager 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. Dated: October 16, 2006 I hereby certify that Resolution No. 2006-166 was passed and adopted by the City Council of the City of Lodi in a regular meeting held October 18, 2006, by the following gots: AYES; COUNCIL MEMBERS -- Beckman, Hansen, Johnson, 91 ounce, and [Mayor Hitchcock NOES: COUNCIL MEMBERS RS — None RANDi JOHL City Clerk "Costo ner," and the City of Lodi (C.01.), referred to collectively as "Parties,,, or individually as "Darty," agree as follows: 1,0 SOLAR or WIND ELEC'fIRfC GENERATING FACILITY: _1 Project identification .Number; 1.2 Generating facility Information: Type of Generator (SalarCVs'andlklyhridj: �._ _ _. Generator Nameplate Rating (kW); _-_ Gross'Narneplate Rating (k)A1): 1.3 Customer Service Address: 1,4 Crrtomer 15illing Address: 1.5 Cuslomer Phonell'ax Number: 1.6 The Facility may consist of electricity -generating hardware, electrical controls, an inverter, autornatic disconmet, and wiring to connect all of the above to C,€l1 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 he ready for operation on or about: 1.8 Customer Acmunt/Meter Number: qmmffgll��� 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, accepis, 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.01,"s. rates, standards, rules and regulations (referred to hereafter as the "Rules"). Any conliict between this Agreement and the Rules will he governed by the terms of t oe 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 tithe. The provisions 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 ON OF° DELIVERIES 4.1 C.O.L. shall not be obligated to accept, and C,O.I., may require Customer to interrupt or reduce deliveries of energy t.o C.O.L.: (a) when necessary its order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of C.O.E..'s equipment or part of C.O,L.'s system; or (b) if C.O.L. determines that curl-01mcrat, interruption, or reduction of receipt of energy from Customer's Facility is necessary because of emergencies, forced outages, force majeure, or compliance with prudent electrical practices, 4.2 As practicable, C.O.L. shall gine Customer reasonable notice of the possi- bility that interruption or reduction of deliveries may be required. The Parties acknowledge !hat such notice is not a legal requirement. 4.3 Noiwithst<anding 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 eonl€n€}ed ope:ratiou 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,O1 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 perlods of disconnection. 5.0 CONDITIONS OF FACILITY OPERATIONS 53 Custoiner shall deliver available energy from the Facility to C.O.L. at the utility's meter. 5,2 Cusiorner, and not C.o1 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 Al applicable laws, ordinances, regulations and standards (LORE), 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 Lite 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.G.'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. 5,6 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 safely requirements. In addition, the property owner will be required to sign the contractual arrangement — not the tenant (renter). 5.8 Custorner shall riot connect the Fadlity, or any portion of it, to C.O.L.'s eleciric distribution system, until written approval of the Facility has been given to Customer by C.01 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.L. system following normal operational outages and interruptions by the Customer, without notifying C.0.1.. 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.01 has notified Customer that a reasonable possibility exists that reconnection would pose a safety hazard, Customer shall call C.01 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.I. approval is provided for those specific items riot in compliance. Exemptions shall be in writing, signed by C.Q.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 i 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)(I)]. WHITE - C.O.L, E.U.D. YELLOW CUSTOMER BLUE - C.O.L. C,D3 6.4 Customer's overcurrent device at the service panne) shall be marked to indicate facility power source [CEC 699-64(b)(4)j. 6,5 The Customer`s inverter shall have the following romimum specifications for parallel Operation with C.01:. Inverter output shall automatically disconnect from C.O.L. source upon loss of C.0.1.. voltage and not reconnect until C,01 voltage has been restored by C.O.I.. [CEC 691i-61 j. The facility shall synchronize 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 Prac0co for lltility Interface of Pholovoli.aic (PV) Systems," IEEE 519, "Recommended Practices and Requirements for harmonic Controi in Electrical Power Systems," and Underwriters Laboratories (UL) 1741, `.Standard for Static inverters and Charge Controllers for Use in Pholovoitaic Power Systems.` 6.6 The Customer shall comply with C.O.L.'s Eng€neeriaig Construction Standard 942 0249, 6,7 The Facility shall be designed and constructed for grid connection in accordance with the Interconnection, Protective Equipment, Power factor, Metering arid Operat€ng Requirements and other applicable provisions as stipulated in C.O.L.'s Rules. Power system studies and special operating agree- ment may be required before interconnecting the Customer's facility to C.01. 's electric distribution system, 1.0 MAINTENANCE AND PERMITS Customer shall: (a) maintain the Facility in a safe and prudent manner and in conformance with all applicable lades and regulations including, 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.01 incurs as a result of Customer's failure to obtain or maintain any governmental authoriza- tions and permits required for construction and operation of the Customer's racility, C.O.L.'s receipt of final inspection/permits from the customer is a condition precedent to C.O.L.`s execution of this Agrement. 8,0 ACCESS Til PRI:MISE,S C.01 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 (b) to disconnect, at any time, without notice, the facility if, in C O.L.'s sole opinion, a hazardous condition e3dsts. The Customer's protective devices, disconnects and facilities for the C,O.L, metering equipment shall riot be located behind locked gates, as viewed from the street, or have access obstructed by landscaping, stored materials and/or equipment (nodi Municipal Code section I120 130), 9.0 INDEMNITY AND LIABILIT4 BY CUSTOMER 9.1 Customer shall indemnify and hold C.01, its elected officials, officers, agents and employees harmless against all loss, damages, expense and liability to third persons for injury or death of persons or injury to property caused by the Customer's engineering, design, construction, installation, ownership, maintenance or operatio€ns of, or the making (if replaceawnts., additions or bet- termeni to, or by failure of, the Facility in connection with this Agreement by reason of ornissiunn or negligence, whether active or passive. Customer shall, on C,01.'s request, defend any suit asserting a claim covered by this inde€unity provision. Customer shall pay all costs, including attorneys fees, that array be incurred by C.Oi L its enforcing this indemnity provisions. 9.2 nothing in this Agreement shall be construed to create arty duty to, any standard of care with reference to, or stay faabilify to, any person not a party to this Agreement. Neither C.O.L., its elected of trials, agents or employees shall be liable for any claims, demands, costs, losses, causes of actlott, or any other liability of any nature or kind, arising oat of the engineering, design, construc- tion, ownership, mairttenance or operation of, or making of replacements, addi- tions or betterment to, Customer's 1`acility except to the extent actually caused by the sole and gross negligence of1C.01. 9.3 Neither C.01., its elected officials, agents or employees shall be liable for damages of any hind to the Facilitycaaused by any electrical disturbance of the C.O.L. systema or on the system of another, whether or not the electrical distur- bance results from the negligence of C.01 or not. 9.4 iia connection with the Customer's performance of its dirties and obligations under this Agreement, the Customer shall maintain, during the terns of the Agreernen..t, general liability insurance coven ng bodily Injury and property damage in accordance with C.(}.L`s Rules. C.O.L. shall have the right to inspect or obtain a copy of any policy of iusuraoce required in accordance with C.O.b,'s Rules, 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 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 tithes be subject to C.(?,f..'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 amerdnnent. 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 limes 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 arty 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.0,L. pursuant to this Section 12 must refer to the Project Mentlfication Number set forth in Section IA. CL.STOAM'h: 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 supersedes 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 roust be in writing and executed by the Parties. 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 NAME TITLE Hare u CM OF L ODI, a municipal corporation, ELECTRIC UTILITY s NATURE NAME ELECTRIC UTILITY DIRECTOR TITLE DATE WHITE - C.01. c.UD. YELLOW • CUSTOMER BLUE - C.O.L. C.Di as "Parties," or individually as "Party," agree as follows: I.Q SOLAR OR WIND ELECTRIC GENERATING FACILITY- 1,1 ACILITY1,1 Project Identification Number: 1.2 Description. of Customer's Generating Facility: Tvpe of Generator (Sol arf findfflybrid) Generator Rating (CEC PTC watts-l)C)_ Inverter Manufacturer used with Generator _ Inverter Model No. _. System Rating (Watts -AC) 1.3 Customer's Service Address, IA Customer's billing Address: 3.5 Customer`s phone No. at Service address ( }: Altr mate ( )= 1.6 j,he 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,0.1,. meter (collectively referred to hereafter as the "facility"), 1,7 The facility will be ready for operation on or about' 1.8 Customer Account No.: &,dl 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 Custnmer's own electrical energy requirements, By signing this Agreement, Customer unde=rstands, accepts, and agrees that connection and operation of the Customer's Facility shall be subject to the terms and conditions set forth in this Agreemcut 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 Roles, 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 bine. The provisions of C.O.L.'s schedule NEM, :.Net 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 amefolmellt. ,Q 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) whets necessary in order to construct, inst=ill, maintain, repair, replace, remove, investigate, or inspect any of CD.L.'s equipment or part of C.O.L.'s sysiean; 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 prudent electrical practices. 42 As practicable, C.Q.L. shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 'rile parties acknowledge that such notice is riot a legal requirement.. 4.3 Notwithstanding any other provision of this Agreement, if at any time C.Q.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 (h) the continued operation of Customer's Facility may impair the integrity of C.01.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 shalt remain disconnected until such time as C.O.i., is satisfied that the conditions) 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 nut C,01 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 at applicable laws, ordinances, regulations and standards (LORE), 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 flow of electricity in two directions, if the Customer's 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,01. 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.L. 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.Q.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 effect ive slate 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.01'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 CnStome3' 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-01. notifies customer that a reasonable possibility exists that reconnection would pose a safety.bazard. if C.O.I,. has disconnected seplce to the Facility, of CAL has notified Customer that a reasonable passibility exists that reconnection would Inose a safety hazard, Customer shall call C.D.L. to request authorization to reconnect the F'acil'ity. 6,0 INTERCONNECTION DESIGN STANDARDS 6.1 Customer's Facility, and all portions of it used to provide or distribute clect.rical power and parallel interconnection with C.O.I.,'s distribution equipment shall be designed, installed, constructed, operated and maintained in compliance with this Agreement and C,O.I,.'s Rules. Compliance with this section is mandatory unless prior written C.Q.L. approval is provided for those specific items not in compliance. i xemptiom shall he 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) WHITE - C.O.L. E,U, , YELLOW - CUSTOMER BLUE - C.O.L. CD. Standards [CEC 690] and applicable building codes. 6.3 Customer shall have a dedicated circuit from the invcrter to electrical service panel with a circuit breaker or fuse jCEC 690-64(b)(1)]. 6.4 Customer's overcurrent device at the service panel sh;il€ be marked to indicate facility power source [CEC 690-64(h)(4)1- 6.5 The Customer's inverter shall have the following minimum specifications for parallel operation with C.01 - inverter output shall automatica€ly disconnect from C.01 source upon loss of C.O.L. voltage and not rceormect until C.O.L. voltage has been restored by C,O,L. f CEC 690-61]. Inverter shall meet the applicable requirements of IEEE 1129, °Recommended Practice for Utility Interface of Photovoltaic (PV) Systems," IEEE 519, ,,Recommended Practices and Requirements for harmonic Control in Electrical Power Systems," and Underwriters € iboratories (UL) 1741, "Standard for Static Inverters and Charge Controllers for Use in Photovoltaic Power Systems," G,6 The Customer shall comply with C,Q.L.°s Englncering Construction Standard 942 0246, 7.0 MAINTENANCE AND PERMITS Customer shall: (a) maintain the Facility in a safe and prudent manner and in conformance with all applicable laws and regulations including, but not limited to, requirements of Section 6.0 above, and (G) 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,01, for any and all losses, damages, c€aims; penalties, or liability C.O.L. incurs as a result of Customer's failure to obtain or maintain any governmental authoriza- tions and permits required for construction and operation of the Customer's racility. C.O.L.°s receipt of final inspection/permits from the customer shall be a condition precedent to C.01A execution of this Agreement. $,i1 ACCESS TO PREMISES C,01 may enter Customer's prernises without prior notice (a) to inspect at all reasonable hours Customer`s protective devices and read or test any meter for the Facility and (b) to disconnect, At any time, without notice, the Facility if, in. CD,L.'s sole opinion, a hazardous condition exists. The Customer's protective devices, disconnects and facilities for the C,0.1., metering equipment shall not be located behind locked gates, as viewed from the street, or have access obstructed by landscaping, stored materials and/or equipment (Lodi Municipal Code section 13.20.130). 9.0 INDEMNITY AND DA BILITY BY CUSTOMER 9.l Customer shall indemnify and hold C.01. , its elected officials, officers, agents and employees harmless against all Foss, damages, expense and liability to third persons for injury or death of persons or injury to property caused by the Customer's engineering, design, construction, installation, ownership, maintenance or operations of, or the making of replacements, additions or bet- terment to, or by failure of, the Facility in connection with this Agreement by reason of omission or negligence, whether active or passive. Customer shat€, on C,Q.L.'s request, defend any suit asserting a claim covered by this indemnity provision. Customer shall pay all costs, including attorneys fees, that maybe incurred by C.491 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 liability to, any person not a party to this Agree nerd. Neither C,O,L., Its elected officials, agents or employees shall be liable for any claims, demands, costs, losses, causes of action, or any other liability of any nature or kind, arising out of the engineering, design, construc- tion, ownership, maintenance or operation of, or making of replacements, add! - lions or betterment to, Customer's Facility except 11) the extent actually causes( by the sole and gross negligence of C,01. 93 Neither C.Q.L., its elected officials, agents or employees shall be liable for damages of any kind to the Facility caused by any electrical disturbance of the C.O.L. system or on the system of another, whether or not the electrical distur- bance results from the negligence of C,01., or not. 9.4 In connection with the Customer's performance of its duties and obliga- tions under this Agreement, the Customer shall maintain, during the term of the Agreement, general liability insurance covering bodily injury and property damage in accordance with C,Q.L.'s Rules, 9.5 C.01, shall have the right to inspect or obtain a copy of any policy of insurance required In accordance with C.01.s Rules. WHITE - C,Q.L. E.U.D7 YELLOW - 111,0 GOVERNING 1 AAW 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 Soperior Court. 11.0 AMENDMENTS, MODIFICATIONS OR WAIVER This Agreement will at all times be subject to C.Q.L.'s Rules, as amended from time to tulle. Any changes i C.O.L. Rules which would act to modify this Agreement sha€l automatically be incorporated herein without the need for a formal amendment. Except as otherwise provided herein, any arnendments 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 11 CU.ts7°t71IER: 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 rnaiting, 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,01. This Agreement shall remain in effect unless ier€ninated 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.01. `s Rules. 14.0 ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the understanding of the Parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any hind 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 GL1HEREQF, 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 DATE CITY OF LODI, a tnuntclpal corporation, ELECTRIC UTILITY NAME ELECTRIC IM1,11Y DIRECTOR nTLE DATE CUSTOMER BLUE - C.O.L. C,D.