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P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770
Karen Koyano Principal Manager FERC Rates & Compliance
October 24, 2017 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426
Dear Ms. Bose:
Pursuant to Section 35.13 of the Federal Energy Regulatory Commission’s
(“Commission”) Regulations under the Federal Power Act (18 C.F.R. § 35.13), Southern
California Edison Company (“SCE”), tenders for filing the Agreement for
Interconnection of the GridLiance West Transco LLC Bob Switch-Eldorado 220-kV
Transmission Line to SCE-Owned Eldorado 220-kV Switchyard Between GridLiance
West Transco LLC (“GridLiance”) and SCE, Rate Schedule FERC No. 516
(“Interconnection Agreement”).
The documents submitted with this filing consist of this letter and the
Interconnection Agreement. The redacted version of the Interconnection Agreement is
Exhibit A. The unredacted version of the Interconnection Agreement is Exhibit B. A
copy of SCE’s form Non-Disclosure Agreement is attached as Exhibit C. Attachment A
to the Interconnection Agreement (the Bob Switch-Eldorado 220kV Line Interconnection
to Eldorado Substation One Line Diagram) contains Critical Energy Infrastructure
Information (“CEII”) pursuant to Commission Order Nos. 630, 630-A, 649, 662 and 683,
and as defined in 18 C.F.R. § 388.113(c)(1) and thus has been redacted. Exhibit B
contains the unredacted version of Attachment A, so it is being filed as CEII. Parties
wishing to obtain the CEII version of Attachment A may contact Gary Chen in SCE’s
Law Department at [email protected] or (626) 302-7214 regarding execution of the
non-disclosure agreement provided in Exhibit C.
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 2 October 24, 2017 Background
The Eldorado Co-Owners (SCE, the Department of Water and Power of the City
of Los Angeles, and Nevada Power Company d/b/a/ NV Energy) jointly own, as tenants
in common, the Eldorado System located in southern Nevada. The Eldorado System and
SCE’s solely owned 220-kV Switchyard, which is co-located with the jointly owned
assets within the Eldorado Substation, is within the Balancing Authority Area (“BAA”)
of the California Independent System Operator Corporation (“CAISO”).
Valley Electric Association, Inc. (“VEA”) requested interconnection of the Bob
Switch-Eldorado 220kV Transmission Line to SCE’s Switchyard (“Transmission Line”),
located within the Eldorado Substation in Boulder City, Nevada in order to transmit to or
receive energy from the CAISO controlled grid.
On September 14, 2017, through an asset sale transaction, GridLiance purchased
VEA’s interest in the project to construct the Bob Switch Station, Transmission Line
segment, including its high voltage transmission assets. GridLiance has proposed an In-
Service Date of July 30, 2019 for this interconnection, in order to utilize its newly-
purchased transmission assets.
Interconnection Agreement
The Interconnection Agreement specifies the terms and conditions to provide for
(a) the interconnection of the Transmission Line to SCE, and (b) that SCE will pay for,
design, procure, construct, own, operate and maintain the Connecting Facilities.
Section 4.3 provides that if the Interconnection Agreement terminates before the
In-Service Date due to actions or inactions by GridLiance, for reasons other than
Uncontrollable Force or the CAISO deems the Transmission Line is no longer needed,
GridLiance shall pay all SCE costs incurred, or irrevocably committed to be incurred, in
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 3 October 24, 2017 association with the Connecting Facilities. Accordingly, pursuant to Section 10,
GridLiance shall post Credit Support (in the amounts and at the times specified in Section
10.1), in order to cover the costs incurred by SCE to construct the Connecting Facilities
associated with the Transmission Line to meet GridLiance’s proposed In-Service Date.
As specified in Attachment C, GridLiance will construct the Transmission Line
segment, and SCE will construct the Connecting Facilities needed to interconnect the
Transmission Line into SCE’s Eldorado 220-kV Substation. SCE’s Connecting Facilities
are estimated to cost $9,752,189.00 as shown in Section 3(a) of Attachment C to the
Interconnection Agreement.
Attachment D outlines the Milestones necessary to meet GridLiance’s proposed
In-Service Date and Attachment E specifies the Eldorado System Agreements.
Waiver
SCE respectfully requests, pursuant to Section 35.11 (18 C.F.R. § 35.11) of the
Commission’s regulations, waiver of the 60-day prior notice requirements specified in
Section 35.3 (18 C.F.R. § 35.3), and requests the Commission to assign an effective date
of October 25, 2017 to the Interconnection Agreement, which is the day after this instant
filing. Such waiver would be consistent with the Commission’s policy set forth in
Central Hudson Gas & Electric Corp., et al., 60 FERC ¶ 61,106 (1992), reh’g denied, 61
FERC ¶61,089 (1992), that waiver of the 60-day prior notice requirement will generally
be granted where good cause is shown and the agreement is filed prior to the
commencement of service. Good cause exists in that such waiver will enable SCE to
construct the Connecting Facilities by the proposed In-Service Date of July 30, 2019 and
Commercial Operation Date of November 30, 2019 without a delay. The granting of this
waiver will not have any impact on SCE’s other rate schedules.
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 4 October 24, 2017 Other Filing Requirements
No expenses or costs included in the rates tendered herein have been alleged or
judged in any administrative or judicial proceeding to be illegal, duplicative or
unnecessary costs that are demonstrably the product of discriminatory employment
practices.
SCE believes that the data contained in this letter provide sufficient information
upon which to accept this filing; however, to the extent necessary, SCE requests that the
Commission waive its filing requirements contained in Sections 35.5 and 35.13 of the
Commission’s regulations.
SCE believes this filing conforms to any rule of general applicability and to any
Commission order specifically applicable to SCE, and has made copies of this letter and
all enclosures available for public inspection in SCE’s principal office located in
Rosemead, California. SCE has mailed copies to those persons whose names appear on
the mailing list enclosed.
SCE requests that all correspondence, pleadings and other communications
concerning this filing be served upon:
Gary Chen Southern California Edison Company Senior Attorney | Transmission and Wholesale Market Issues 2244 Walnut Grove Ave | Rosemead, CA 91770 Tel: 626-302-7214 | Fax: 626-302-3990 [email protected]
Persons to whom copies have been sent:
Name Address
California Public Utilities Commission Arocles Aguilar, General Counsel State of California, Legal Division [email protected]
State Building 505 Van Ness Avenue San Francisco, CA 94102
California Independent System Operator Ms. Debi Le Vine [email protected]
250 Outcropping Way Folsom, California 95630
GridLiance West Transco LLC 201 East John Carpenter Freeway c/o President Suite 900 Justin M. Campbell Irving, Texas 75062 [email protected]
Title Page
Southern California Edison Company FERC FPA Electric Tariff Tariff Title: Rate Schedules Tariff Record Title: Rate Schedule FERC No. 516
AGREEMENT FOR INTERCONNECTION OF THE GRIDLIANCE WEST
TRANSCO LLC BOB SWITCH-ELDORADO 220 KV TRANSMISSION LINE TO
SCE-OWNED ELDORADO 220 KV SWITCHYARD
BETWEEN
GRIDLIANCE WEST TRANSCO LLC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
Contract Effective Date: 10/25/2017 Tariff Record Proposed Effective Date: 10/25/2017 Version Number: 516.0.0 Option Code: A
Page No. 1
TABLE OF CONTENTS
1. PARTIES ..................................................................................................................... 3
2. RECITALS .................................................................................................................. 3
3. DEFINITIONS ............................................................................................................ 4
4. EFFECTIVE DATE AND TERMINATION ............................................................ 12
5. PERMISSION TO INTERCONNECT ..................................................................... 13
6. CONNECTING FACILITIES: .................................................................................. 14
7. COST RESPONSIBILITYAND OWNERSHIP: ...................................................... 14
9. CAPITAL ADDITIONS ........................................................................................... 15
10. SECURITY AMOUNT FOR THE CONNECTING FACILITIES; ......................... 17
11. PAYMENTS AND CHARGES ................................................................................ 21
13. TAXES ...................................................................................................................... 26
14. INSURANCE: ........................................................................................................... 28
15. LIABILITY ............................................................................................................... 33
16. DEFAULT ................................................................................................................. 35
17. UNCONTROLLABLE FORCE: .............................................................................. 36
18. RELATIONSHIP OF THE PARTIES: ..................................................................... 37
19. SUCCESSORS AND ASSIGNS: ............................................................................. 37
20. RESERVATION OF RIGHTS: ................................................................................. 38
21. NONDEDICATION OF FACILITIES: .................................................................... 39
22. REGULATORY APPROVALS ................................................................................ 39
25. GOVERNING LAW AND VENUE ......................................................................... 39
Page No. 2
26. MUTUAL COOPERATION: .................................................................................... 39
27. DISPUTE RESOLUTION: ....................................................................................... 40
28. NOTICES .................................................................................................................. 42
29. GENERAL PROVISIONS ........................................................................................ 42
30. ATTACHMENT REVISIONS: ................................................................................ 43
31. AUDIT: ..................................................................................................................... 43
32. EXECUTION BY COUNTERPARTS ..................................................................... 44
33. SIGNATURE CLAUSE ............................................................................................ 44
ATTACHMENT A – BOB SWITCH-ELDORADO 220 KV LINE
INTERCONNECTION TO SCE-OWNED 220 KV
ELDORADO SWITCHYARD ONE-LINE DIAGRAM
ATTACHMENT B – ADDRESSES FOR NOTICES
ATTACHMENT C – SCOPE OF WORK AND COSTS
ATTACHMENT D – MILESTONES
ATTACHMENT E – ELDORADO SYSTEM AGREEMENTS
Page No. 3
AGREEMENT FOR THE INTERCONNECTION OF THE GRIDLIANCE WEST
TRANSCO LLC BOB SWITCH-ELDORADO 220 KV TRANSMISSION LINE TO
SCE-OWNED ELDORADO 220 KV SWITCHYARD
1. PARTIES:
The parties to the Agreement for the Interconnection of the GridLiance West
Transco LLC’s Bob Switch-Eldorado 220 kV Transmission Line to SCE-
Owned Eldorado 220 kV Switchyard (“Agreement”) are GridLiance West
Transco LLC, a Delaware limited liability company (the “Connecting
Customer”), and Southern California Edison Company, a California
corporation (“SCE”). The parties to the Agreement are individually referred
to as “Party” and collectively as “Parties.”
2. RECITALS:
The Agreement is made with reference to the following facts, among others:
2.1. SCE-owned Eldorado 220 kV Switchyard (“SCE Switchyard”) is
wholly-owned by SCE and is located within the boundaries of the
Eldorado Substation.
2.2. The Eldorado Substation is jointly-owned by SCE, the Department of
Water and Power of the City of Los Angeles (“LADWP”), and Nevada
Power Company d/b/a/ NV Energy collectively referred to herein as
the “Eldorado Co-Owners”.
2.3. SCE serves as the Operating Agent for the Eldorado System, which
includes the Eldorado Substation on behalf of the Eldorado Co-
Owners.
2.4. Valley Electric Association, Inc. (“VEA”) requested interconnection of
the Bob Switch-Eldorado 220 kV Transmission Line to the SCE
Switchyard.
Page No. 4
2.5. The Eldorado Substation, the SCE Switchyard, the Connecting
Facilities, and the Bob Switch-Eldorado 220 kV Transmission Line are
within the Balancing Authority Area of the CAISO.
2.6. On September 14, 2017, VEA sold its interest in the Bob Switch
Station and the Bob Switch-Eldorado 220 kV Transmission Line to the
Connecting Customer.
2.7. By the Agreement, the Parties desire to provide (i) for the
interconnection of the Bob Switch-Eldorado 220 kV Transmission
Line to the SCE Switchyard; and, (ii) for the construction, ownership,
operation, maintenance, liability, cost responsibility, and use of the
Connecting Facilities.
3. DEFINITIONS:
When initially capitalized in the Agreement, or amendments hereto, the
following words or phrases whether in the singular or plural, shall have the
meanings specified:
3.1. Accounting Practices – Generally accepted accounting principles and
practices, in accordance with FERC Accounts applicable to electric
utility operations.
3.2. Additional SCE Facilities Agreement – The Agreement for Additional
SCE Facilities in Eldorado Substation Among Department of Water
and Power of the City of Los Angeles, Nevada Power Company (d/b/a
NV Energy) and SCE, as listed in Attachment E, providing for, among
other things, the ownership, governance, operation, maintenance, and
cost responsibility for the SCE Switchyard, as it may be amended or
restated from time to time, or replaced.
3.3. Affected System – An electric system other than the Eldorado
Substation that may be affected by the proposed interconnection,
including, but not limited to SCE, NV Energy and LADWP’s electric
systems that are not part of the Eldorado System.
Page No. 5
3.4. Applicable Reliability Council – The Western Electricity Coordinating
Council or its successor.
3.5. Applicable Reliability Criteria – The reliability standards and
reliability criteria established by NERC and WECC and local
reliability criteria, as amended from time to time.
3.6. Applicable Reliability Standards – The requirements and guidelines of
NERC, WECC, and the Balancing Authority, including the
requirements pursuant to Section 215 of the Federal Power Act. The
term includes requirements for the operation of the existing bulk power
system facilities, including critical infrastructure protection and cyber
security protection, and the design of planned additions or
modifications to such facilities to the extent necessary for the reliable
operation of the bulk power system.
3.7. Balancing Authority – 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. The CAISO is the Balancing Authority for the
Eldorado Substation, SCE Switchyard, the Connecting Facilities, and
the Line Segment.
3.8. Balancing Authority Area – The collection of generation, transmission
and loads within the metered boundaries of a Balancing Authority.
The Eldorado Substation, SCE Switchyard, the Connecting Facilities,
and the Bob Switch-Eldorado 220 kV Transmission Line are within the
metered boundary of the CAISO Balancing Authority Area.
3.9. Bob Switch-Eldorado 220 kV Transmission Line – The 220 kV
transmission line between the SCE Switchyard and Bob Switch
Substation including the Connecting Facilities.
3.10. Bob Switch Station – The Connecting Customer-owned 220 kV
switchyard located in Boulder City, Nevada.
Page No. 6
3.11. Breach – The failure of a Party to perform or observe any material
term or condition of the Agreement.
3.12. Breaching Party – A Party that is in Breach of the Agreement.
3.13. CAISO – The California Independent System Operator Corporation, a
California nonprofit public benefit corporation organized and existing
under the laws of the State of California, with operational control of,
among others, SCE’s capacity ownership of the Eldorado Substation,
SCE Switchyard, the Connecting Facilities, and the Bob Switch-
Eldorado 220 kV Transmission Line.
3.14. Capital Additions – After the Connecting Facilities In-Service Date, 1)
any Units of Property which are added to the Connecting Facilities,
SCE Switchyard, Eldorado Substation; 2) the enlargement or
betterment of any Units of Property constituting a part of the
Connecting Facilities, SCE Switchyard or Eldorado Substation; and 3)
the replacement of any Units of Property constituting a part of the
Connecting Facilities, SCE Switchyard, or Eldorado Substation,
irrespective of whether such replacement constitutes an enlargement or
betterment of that which it replaces.
3.15. Capital Expenditure Budget – The budget, prepared by the E&O
Committee established by the Eldorado Co-Owners, for all current and
future Capital Additions to the Eldorado System including Capital
Additions to the Connecting Facilities.
3.16. Commercial Operation Date – The date on which the Line Segment
commences commercial operation as agreed to by the Connecting
Customer, the Operating Agent and the CAISO.
3.17. Components of the Eldorado System – Any of the components of the
Eldorado System as follows:
3.17.1. The Eldorado-Mohave 500 kV Line,
3.17.2. The Eldorado 500 kV Switchyard,
3.17.3. The Eldorado 500/220 kV Transformers,
Page No. 7
3.17.4. The Eldorado 220 kV Switchyard,
3.17.5. The Eldorado General Facilities,
3.17.6. The Eldorado-Mead Lines 220 kV, and
3.17.7. The Mohave Switchyard 500 kV.
3.18. Connecting Facilities – All facilities, equipment, modifications,
additions or upgrades between the Point of Change of Ownership and
the Point of Interconnection that are necessary to physically and
electrically interconnect the Line Segment to the SCE Switchyard.
Such Connecting Facilities include, but are not limited to, the portions
of the Bob Switch-Eldorado 220 kV Transmission Line, conductors
and associated transmission structures located within the Eldorado
Substation property line, 220 kV circuit breakers 4252 and 6252,
disconnect switches associated with such circuit breakers, associated
metering, relay protection devices providing transmission line
protection for the Bob Switch-Eldorado 220 kV Transmission Line,
surge arrestors, and appurtenant facilities, as described in Attachment
C, Section 2. The Connecting Facilities shall also include the span of
conductors attaching the Connecting Facilities to the Point of Change
of Ownership, and any Capital Additions to the Connecting Facilities.
3.19. Connecting Facilities In-Service Date – The date that the Connecting
Facilities are placed into service by SCE pursuant to Attachment D,
Section 1(h).
3.20. Credit Support – Parent guarantee, letter of credit, surety bond, or
other security meeting the requirements of Section 10 of the
Agreement.
3.21. Default – The failure of a Breaching Party to cure its Breach in
accordance with the Agreement.
3.22. Disputing Party – Any Party, or the Operating Agent representing
Eldorado Co-Owners who disputes, or asserts a claim that arises out
of, or in connection with the Agreement
Page No. 8
3.23. Effective Date – The date that the Agreement is executed by the
Parties, subject to acceptance by FERC.
3.24. Eldorado 500 kV Switchyard – The jointly-owned 500 kV switchyard
of the Eldorado Substation as shown in Attachment A, attached hereto.
3.25. Eldorado 500 kV Switchyard Infrastructure Facilities – The Eldorado
500 kV Switchyard, excluding any transmission lines and transformers
located therein as shown in Attachment A attached hereto.
3.26. Eldorado Co-Tenancy and Operating Agreement – The agreement
among the Eldorado Co-Owners, as listed in Attachment E, providing
for, among other things, the ownership, governance, operation,
maintenance, and cost responsibility for Eldorado Substation, as it may
be amended or restated from time to time, or replaced.
3.27. Eldorado Substation – The 500/220 kV substation located in Boulder
City, Nevada, jointly owned by the Eldorado Co-Owners.
3.28. Eldorado System – All of the Components of the Eldorado System, the
Connecting Facilities, and all rights-of-way and easements associated
with such Components of the Eldorado System and Connecting
Facilities.
3.29. Engineering and Operating Committee (“E&O Committee”) – The
committee established pursuant to the Eldorado Co-Tenancy and
Operating Agreement that meets periodically (quarterly, or as otherwise
agreed by the E&O Committee) to review, among other things, the
current and future Capital Expenditure Budget, and budget for operation
and maintenance.
3.30. FERC – The Federal Energy Regulatory Commission, or its regulatory
successor.
3.31. FERC Accounts – FERC’s “Uniform System of Accounts Prescribed
for Public Utilities and Licensees,” subject to the provisions of the
Federal Power Act in effect as of the date of the Agreement, and as
such system of accounts may be in effect from time to time. Reference
Page No. 9
in the Agreement to any specific FERC Account number shall mean the
FERC Account number in effect as of the date of the Agreement or any
successor FERC Account.
3.32. Good Utility Practice – 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 at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Utility
Practice is not intended to be any one of a number of the optimum
practices, methods, or acts to the exclusion of all others, but rather to be
acceptable practices, methods, or acts generally accepted in the region.
3.33. Interconnection Handbook – A handbook, developed by SCE and
posted on SCE’s web site or otherwise made available by SCE,
describing interconnections to SCE's electrical system, as such
handbook may be modified or superseded from time to time. SCE’s
standards contained in the Interconnection Handbook shall be deemed
consistent with Good Utility Practice and Applicable Reliability
Standards. In the event of a conflict between the terms of the
Agreement and the terms of SCE’s Interconnection Handbook, the
terms in the Agreement shall apply.
3.34. ITCC (Income Tax Component of Contribution) – The ITCC is equal
to the estimated tax liability described in Section 13 of the Agreement
and is the Income Tax Component of Contribution described in the
Preliminary Statement, Part M of the SCE’s tariff on file with the
CPUC.
3.35. Last Structure – The last Connecting Customer-owned transmission
structure for the Line Segment located at a position directly outside
Page No. 10
of, and nearest to, the Eldorado Substation property line as designated
by SCE, as depicted in Attachment A.
3.36. Line Segment – The portion of the Bob Switch-Eldorado 220 kV
Transmission Line from the Connecting Customer’s Bob Switch
Station to the Point of Change of Ownership.
3.37. Loss – Any and all damages, losses, and claims, including claims and
actions relating to injury to or death of any person or damage to
property, demand, suits, recoveries, costs and expenses, court costs,
attorney fees, and all other obligations by or to third parties.
3.38. NERC – North American Electric Reliability Corporation or its
successor organization.
3.39. Notice of Dispute – A written notice, provided pursuant to Section 28
of the Agreement, of a dispute or claim by the Disputing Party that
arises out of, or in connection with, the Agreement.
3.40. Operating Agent – SCE, or its successor, as so appointed under the
Eldorado Co-Tenancy and Operating Agreement and having operating
work responsibility for the Eldorado System and the SCE Switchyard
pursuant to the Eldorado Co-Tenancy and Operating Agreement and
the Additional SCE Facilities Agreement, with such additional rights,
duties, and obligations as explicitly provided in the Agreement.
3.41. Operating Emergency – An unplanned event or circumstance that
reduces or may reduce the capability of the Connecting Facilities, or
the SCE Switchyard Infrastructure Facilities that would otherwise be
available to the Parties under normal operating conditions.
3.42. Operating Work – Any engineering, procurement, repair, supervision,
recruitment, training, expediting, inspection, insuring, testing,
protection, operation, use, management, retirement, construction,
reconstruction, maintenance, modification, relocation, record
preparation, record retention, contract preparation, contract execution,
Page No. 11
contract performance, work associated with land issues, or any other
work undertaken by the Operating Agent.
3.43. Participating Transmission Owner – A party to the Transmission
Control Agreement whose application under Section 2.2 of the
Transmission Control Agreement has been accepted and who has
placed its transmission assets and entitlements under the CAISO’s
operation control in accordance with the Transmission Control
Agreement. A Participating TO may be an original participating
transmission owner or a new participating transmission owner.
3.43. Point of Change of Ownership – The end of the insulators on the Last
Structure as shown in Attachment A.
3.44. Point of Interconnection – The point where the Connecting Facilities
connect to the SCE Switchyard as shown in Attachment A.
3.45. Reasonable Efforts – With respect to an action required to be
attempted or taken by a Party under the Agreement, efforts that are
timely and consistent with Good Utility Practice and are otherwise
substantially equivalent to those a Party would use to protect its own
interests.
3.46. Remedial Action Scheme (“RAS”) – A system that reduces or trips
generation or transmission facilities under contingency outages to
maintain system stability or to limit overloads on electric system
facilities.
3.47. Removal Cost – The actual cost the Operating Agent incurs for the
removal of the Connecting Facilities, which is calculated as the
amount, if positive, of the costs of removal minus the salvage value of
the Connecting Facilities.
3.48. SCE Switchyard – SCE-owned 220 kV switchyard located inside the
Eldorado Substation as shown in Attachment A.
Page No. 12
3.49. SCE Switchyard Infrastructure Facilities – SCE equipment located
within the SCE Switchyard, excluding any portion of transmission
lines and transformers.
3.50. Transmission Control Agreement – The agreement between the
CAISO and Participating Transmission Owners establishing the terms
and conditions under which transmission owners will become
Participating Transmission Owners and how the CAISO and each
Participating Transmission Owner will discharge their respective
duties and responsibilities, as may be modified from time to time.
3.51. Units of Property – Units of property as described in FERC’s “List of
Units of Property for Use in Connection with Uniform System of
Accounts Prescribed for Public Utilities and Licensees” in effect as of
the date of the Agreement, and as such list may be amended from time
to time.
3.52. WECC – The Western Electricity Coordinating Council, or its
successor, in its role as the compliance enforcement authority
designated by NERC to enforce the Applicable Reliability Standards
applicable to SCE as the registered transmission operator, and
registered transmission owner of the Connecting Facilities, and the
Connecting Customer, as the registered transmission owner of the Bob
Switch-Eldorado 220 kV Transmission Line.
4. EFFECTIVE DATE AND TERMINATION:
4.1. This Agreement shall become effective on the execution of the
Agreement by all the Parties, subject to acceptance of the Agreement
by FERC, (“Effective Date”).
4.2. This Agreement shall terminate upon the earliest of the following, (i)
Default pursuant to Section 16 of the Agreement, (ii) ninety (90)
Calendar Days advance written notice from the Connecting Customer
to SCE to terminate the Agreement, (iii) mutual agreement by both
Parties, (iv) the removal of SCE Switchyard from service; or (v) SCE
Page No. 13
reasonably determines that the Line Segment will not be
interconnected to the SCE Switchyard.
4.3. If the Agreement terminates prior to the Line Segment In-Service Date
due to actions or inactions of the Connecting Customer, for reasons
other than Uncontrollable Force, or the CAISO deeming the Bob
Switch-Eldorado 220 kV Transmission Line no longer needed, (unless
cancellation by the CAISO is due to actions or inaction of the
Connecting Customer), then the Connecting Customer shall pay all
costs incurred or irrevocably committed to be incurred in association
with the Connecting Facilities (including any Removal Costs and
cancellation costs relating to orders or contracts for Connecting
Facilities and equipment) and other expenses, including any facilities
for which SCE or the Eldorado Co-Owners have incurred expenses or
has irrevocably committed to incur expenses and have not been
reimbursed by the Connecting Customer, as of the date of the other
Parties’ receipt of the notice of termination. Nothing in this Section
4.3 shall limit the Parties’ rights under Section 16 of the Agreement.
4.4. In the event that the Eldorado Co-Tenancy and Operating Agreement
is amended, or replaced with a new governing agreement, and such
amended or replaced agreement contains provisions that are
inconsistent with the Agreement, the Parties agree to negotiate in good
faith to proceed with due diligence to develop an amendment or
replacement to the Agreement that provides similar benefits to the
Parties under substantially the same terms and conditions as the
Agreement.
5. PERMISSION TO INTERCONNECT:
SCE hereby grants the Connecting Customer permission to connect its Line
Segment to the Connecting Facilities, subject to the terms and conditions of
the Agreement.
Page No. 14
6. CONNECTING FACILITIES:
6.1. Pursuant to the terms of the Agreement, SCE shall pay for the design,
engineering, procurement and construction of the Connection Facilities,
and SCE shall own, operate and maintain the Connecting Facilities, as
described in Attachment C, and interconnect the Line Segment to SCE
Switchyard.
6.2. Following termination of the Agreement, SCE may remove the
Connecting Facilities from service to the Connecting Customer.
6.3. If the Agreement is terminated pursuant to Section 4.3, then on or before
the date one (1) year following termination of the Agreement pursuant to
Section 4.3 of the Agreement, SCE shall notify the Connecting Customer
whether SCE intends to physically remove the Connecting Facilities or
any part thereof. If SCE intends to physical remove the Connecting
Facilities within two (2) years from the date of notification of intent, the
Connecting Customer shall pay the Removal Cost in accordance with
Sections 4.3 and 11.4 of the Agreement. If SCE does not intend to
physically remove the Connecting Facilities or any part thereof, then the
Connecting Customer shall have no obligation to pay such Removal Cost.
7. COST RESPONSIBILITYAND OWNERSHIP:
7.1 The Connecting Customer shall at Connecting Customer’s sole cost,
own, operate and maintain, the Line Segment, the Last Structure, the
conductors, and insulators from the Point of Change of Ownership to
the Bob Switch Station.
7.2 SCE shall, own at SCE’s sole cost, and the Operating Agent shall
operate and maintain at SCE’s sole cost, the Connecting Facilities
from the Point of Change of Ownership to SCE Switchyard including
the insulators and conductors that are used to attach the Connecting
Facilities to the Last Structure.
Page No. 15
7.3 Connecting Customer has no ownership interest in any facilities or
equipment inside the Eldorado Substation property and this Agreement
will not convey any such ownership interest to the Connecting
Customer.
7.4 If either Party formally submits notification to the CAISO of its intent
to withdraw from the Transmission Control Agreement, and will no
longer be a Participating Transmission Owner, then the Agreement
may be amended to provide for cost recovery including ongoing
O&M, Insurance expenses, and other changes necessary as a result of
such notification.
8. OPERATING AGENT:
The Operating Agent performs Operating Work pursuant to the terms of the
Eldorado Co-Tenancy and Operating Agreement and the Additional SCE
Facilities Agreement. Nothing in this Agreement shall be construed to give
Connecting Customer any interest or right in the Eldorado Co-Tenancy and
Operating Agreement or the Additional SCE Facilities Agreement. Operating
Agent shall design and construct Capital Additions, in accordance with the
terms and conditions of the Agreement.
9. CAPITAL ADDITIONS:
9.1. If at any time Capital Additions are required for the Connecting Facilities,
as a result of system conditions attributable solely to the Eldorado System,
the Operating Agent shall construct the Capital Additions. SCE and/or the
Eldorado Co-Owners will be responsible for such costs. Such Capital
Addition shall be the property of SCE.
9.2. If at any time that Capital Additions are required for the Eldorado
Substation solely as a result of the Connecting Facilities, the Operating
Agent shall construct such Capital Additions and SCE will be responsible
for such costs, including, but not limited to, construction work, and
operating work thereto. Such Capital Additions shall be the property of
Page No. 16
SCE and/or the Eldorado Co-Owners pursuant to the Eldorado Co-
Tenancy and Operating Agreement.
9.3. If at any time that Capital Additions are required for the Connecting
Facilities and/or the Eldorado Substation, as a result of system issues
resulting from changes to the Line Segment and/or Bob Switch Station,
the Operating Agent shall construct such Capital Additions, and the costs
of the Capital Additions, including ITCC (where applicable) will be paid
for by the Connecting Customer or SCE, at the sole discretion of SCE,
including, but not limited to, construction work, and operating work
thereto. Such Capital Addition shall be the property of the Eldorado Co-
Owners as applicable pursuant to the terms of the Eldorado Co-Tenancy
and Operating Agreement.
9.4. If at any time that Affected Systems are impacted by system issues
resulting from changes to the Line Segment and/or the Bob Switch
Station, the Connecting Customer shall be responsible for mitigation
and/or upgrades required on Affected Systems.
9.5. The Operating Agent will provide at least sixty (60) Calendar Days
advance written notification to the Connecting Customer prior to
commencing work on Capital Additions to the Connecting Facilities,
except that the Operating Agent may commence the work on the Capital
Additions to the Connecting Facilities, with either shorter advance written
notification or written notification after the work has commenced, at the
Operating Agent’s sole discretion, if the Operating Agent determines that
the Capital Additions to the Connecting Facilities are required to comply
with safety or regulatory requirements or to preserve system integrity or
reliability. Any such written notification will include the estimated cost of
the Capital Additions to the Connecting Facilities required to be paid by
the Connecting Customer, which is sufficient to cover the costs for
constructing, procuring and installing the Capital Additions to the
Connecting Facilities.
Page No. 17
10. SECURITY AMOUNT FOR THE CONNECTING FACILITIES;
10.1. The Connecting Customer shall submit and maintain Credit Support
for the Connecting Facilities pursuant to Attachment D, Section 1(b)
of the Agreement in the amounts, and on the dates as listed in the table
below, to cover the costs for design, engineering, procuring and
installing the Connecting Facilities.
Due Date
Credit Support Amount
11/1/2017 $1,305,637.785/1/2018 $1,540,341.648/1/2018 $2,238,785.2811/1/2018 $2,558,292.762/1/2019 $2,133,417.125/1/2019 $1,361,766.398/1/2019 $735,312.2211/1/2019 $380,283.22
10.2. The Connecting Customer shall provide and maintain such Credit
Support, either in the form a) a surety bond, b) a letter of credit, c) a
Connecting Customer parent guaranty if the Connecting Customer’s
corporate parent meets and maintains the requirements set forth in
Section 10.2.1 of the Agreement, or e) other form of security that is
solely acceptable to SCE. Any Credit Support provided by the
Connecting Customer shall be consistent with the Uniform
Commercial Code of the jurisdiction identified in Section 25 of the
Agreement:
10.2.1. A parent guarantee must be an irrevocable guaranty
substantially in the form pursuant to Section 10.2.5 of the
Agreement (“Connecting Customer Parent Guaranty”) made
by a corporate parent entity (“Connecting Customer Parent
Guarantor”) that meets the creditworthiness requirements of
this Section 10.2.1. The Connecting Customer Parent
Page No. 18
Guarantor shall at all times maintain Credit Ratings of at
least “BBB-” by S&P, “BBB-” by Fitch and “Baa3” by
Moody’s, if Connecting Customer Parent Guarantor is rated
by the Ratings Agencies; (b) if Connecting Customer Parent
Guarantor is rated by only two of the three Ratings Agencies,
a Credit Rating from two of the three Ratings Agencies of at
least ”BBB-” by S&P, if Connecting Customer Parent
Guarantor is rated by S&P, “BBB-” by Fitch, if Connecting
Customer Parent Guarantor is rated by Fitch, and “Baa3” by
Moody’s, if Connecting Customer Parent Guarantor is rated
by Moody’s; or (c) a Credit Rating of at least ”BBB-” by
S&P or “Baa3” by Moody’s, or “BBB-” by Fitch if
Connecting Customer Parent Guarantor is rated by only one
Ratings Agency.
10.2.2. A letter of credit must be for an aggregate amount not less
than the Credit Support Amount in the form pursuant to
Section 10.2.5 of the Agreement (“Letter of Credit”), and be
issued by either (A) a commercial bank or financial
institution (that is not an Affiliate of Buyer or Buyer’s Parent
Guarantor) organized under the laws of the United States or a
political subdivision thereof or (B) a U.S. branch office of a
foreign bank, with respect to both entities identified in clause
(A) and (B), having (i) (a) Credit Ratings of at least “A-” by
S&P, “A-” by Fitch and “A3” by Moody’s, if such entity is
rated by the Ratings Agencies; (b) if such entity is rated by
only two of the three Ratings Agencies, a Credit Rating from
two of the three Ratings Agencies of at least ”A-” by S&P, if
such entity is rated by S&P, “A-” by Fitch, if such entity is
rated by Fitch, and “A”" by Moody’s, if such entity is rated
by Moody’s; or (c) a Credit Rating of at least ”A-” by S&P
Page No. 19
or “A3” by Moody’s, or “A-” by Fitch if such entity is rated
by only one Ratings Agency. To secure Connecting
customer’s payment and performance obligations under this
Agreement, a drawing against which Letter of Credit may be
made by SCE, its successors or permitted assigns, in the
event that: (a) a Connecting customer Event of Default has
occurred; (b) SCE has not received proof of replacement of
the Letter of Credit reasonably satisfactory to it at least thirty
(30) days prior to the expiration date of the Letter of Credit;
(c) the issuer of the Letter of Credit no longer meets the
qualifications of this Section 10.2.2; (d) the Letter of Credit
was amended or modified without the prior written consent
of SCE; (e) a provision of the Letter of Credit has ceased to
be valid and binding on, or enforceable against, the issuer or
the issuer has disaffirmed an obligation under the Letter of
Credit; or (f) termination of the Agreement has occurred and
Connecting Customer is responsible for costs pursuant to
Section 4.3 of the Agreement. In the event that SCE draws
upon the Letter of Credit for any cause set forth in
subsections (b) through (e) above, inclusive, SCE shall hold
the proceeds from such drawing in trust, for the benefit of
Connecting customer, pending the delivery by Connecting
customer to SCE of a replacement Letter of Credit which
satisfies the requirements set forth in this Section 10.2.2., and
upon the delivery thereof, SCE shall return to Connecting
customer the proceeds held in trust, less any sums to which
SCE may be entitled pursuant to clause (a) above.
10.2.3. A surety bond must be in an aggregate amount not less than
the Credit Support Amount in the form pursuant to Section
10.2.5 of the Agreement (“Surety Bond”) issued by an
Page No. 20
insurer that (A) is listed on the United States Department of
Treasury’s most recent and effective listing of Approved
Sureties (as listed in Circular 570 or its successor); and (B) is
admitted surety insurer authorized to transact the business of
surety in the State of California; and (C) has an A.M. Best’s
Insurance Ratings of not less than A; and (D) is a writer of
bonds of value not greater than surety’s underwriting
limitation, as set forth in Circular 570 or its successor.
Should any surety withdraw or cancel its bond, whether
voluntarily or involuntarily, or should any surety become
insolvent, make an assignment for benefit of creditors, or file
for or be placed into bankruptcy, run off, receivership or
liquidation, Connection Customer shall promptly give SCE
written notice. In such event, Connecting Customer shall
also promptly provide a substitute Surety Bond. If
Connection Customer fails or is unable to substitute a Surety
Bond, SCE shall have the right, exercisable in its sole
discretion, to exercise SCE’s rights under the Surety Bond; or
10.2.4. Other security that is acceptable to SCE in its sole discretion.
10.2.5. Upon receipt of notice from the Connecting Customer of the
type of Credit Support as listed above to be provided to SCE,
SCE will provide to the Connecting Customer the SCE
approved Credit Support standard form.
10.3. If the Connecting Customer fails to renew the Credit Support prior to
the expiration date of the Credit Support, then in such event the Parties
shall negotiate in good faith to renew the Credit Support mechanism.
However, if the Parties fail to reach agreement, the Connecting
Customer understands that the completion timeline of the Connecting
Facilities may be delayed, and SCE has discretion to delay its
Page No. 21
construction, halt and cease progress towards SCE’s milestones until
the Credit Support is renewed, or SCE may terminate the Agreement.
10.4. The disposition of any Credit Support released by SCE shall be
directed by the Connecting Customer. Credit Support related to the
Connecting Facilities shall be released by SCE within thirty (30)
Calendar Days after the Connecting Facilities In-Service Date.
10.5. Termination of this Agreement pursuant to Section 4.3 of the
Agreement shall allow SCE to liquidate the Credit Support, or balance
thereof, posted by the Connecting Customer at the time of termination.
To the extent the amount of the liquidated Credit Support exceeds all
costs incurred or irrevocably committed to be incurred in association
with the Connecting Facilities (including any Removal Costs and
cancellation costs relating to orders or contracts for Connecting
Facilities and equipment) and other expenses, including any facilities
for which SCE or the Eldorado Co-Owners have incurred expenses or
has irrevocably committed to incur expenses and have not been
reimbursed by the Connecting Customer, as of the date of the other
Parties’ receipt of the notice of termination, SCE shall remit to the
Connecting Customer the excess amount.
11. PAYMENTS AND CHARGES:
11.1. The Connecting Customer shall be responsible for any termination
charges pursuant to Section 4.3 of the Agreement.
11.2. SCE commits to fund the Connecting Facilities described in
Attachment C, Section 2, subject to the terms of the Agreement,
including milestones.
11.3. Subject to the provisions of Section 9 of the Agreement, if, at any time
SCE or Affected System operators determine that upgrades are
required to SCE’s electrical system or an Affected System (excluding
the Connecting Facilities and Eldorado Substation), as a result of
Page No. 22
system issues resulting from changes to the Bob Switch Substation or
the Line Segment, if such upgrades are required to Affected Systems,
the Connecting Customer shall enter into agreements with the Affected
System operator(s) to mitigate such impacts at the Connecting
Customer’s sole cost, unless some other financial arrangement is made
with the Affected System operator.
11.4. Removal Cost.
11.4.1. If, in accordance with Section 6.3 of the Agreement, the
Operating Agent decides to physically remove the
Connecting Facilities, the Operating Agent shall render a bill
to the Connecting Customer for the Removal Cost. The
Connecting Customer shall pay the Removal Cost in
accordance with Section 11.4 of the Agreement. Such billing
shall be initially based on the Operating Agent’s estimate of
the Removal Cost. Within 12 months following the removal
of the Connecting Facilities, the Operating Agent shall
determine the recorded Removal Cost and provide the
Connecting Customer with a final invoice.
11.4.2. If the amount paid for the Removal Cost is less than the
amount due for the Removal Cost as determined from the
actual recorded Removal Cost, the Operating Agent will bill
the Connecting Customer for the difference between the
amount previously paid by the Connecting Customer and the
amount which would have been paid based on actual
recorded costs, without interest, within twenty (20) calendar
days of the date of such invoice.
11.4.3. If the amount paid for the Removal Cost is greater than the
amount due for the Removal Cost as determined from the
actual recorded Removal Cost, the Operating Agent will
refund the Connecting Customer the difference between the
Page No. 23
amount previously paid by the Connecting Customer and the
amount which would have been paid based on actual
recorded costs, without interest, within twenty (20) calendar
days of the date of such invoice.
12. OPERATING AND OWNERSHIP PRINCIPLES:
12.1. The provisions of this Agreement are premised upon the Bob Switch-
Eldorado 220 kV Transmission Line, including the Connecting
Facilities, remaining within the CAISO’s Balancing Authority Area.
If either Party removes its respective portion of the Bob Switch-
Eldorado 220 kV Transmission Line from the CAISO Balancing
Authority Area, the Parties shall negotiate in good faith amendments
to this Agreement.
12.2. SCE is under no obligation to energize the Connecting Facilities in the
event that SCE receives notice from an Eldorado Co-Owner and/or an
Affected System operator that its electrical system is an Affected
System and is negatively impacted by the energization of the
Connecting Facilities, requires upgrades to mitigate the negative
impact of such energization and notifies SCE of such negative impact.
12.3. It is the responsibility of the Connecting Customer to (1) facilitate
upgrades to an Affected System, and/or 2) ensure that permission to
interconnect and operate the Bob Switch-Eldorado 220 kV
Transmission Line, including the Connecting Facilities is provided to
SCE from an Affected System operator(s).
12.4. The Connecting Customer shall be entitled to bi-directional
transmission use of the Line Segment and the Connecting Facilities,
subject to applicable congestion management protocols, rules,
standards, tariffs and regulations, to transmit power to or from the
Eldorado Substation. The Connecting Customer understands and
agrees that if upgrades are made to the Line Segment that necessitates
upgrades to the Connecting Facilities, the Connecting Customer may
Page No. 24
not be allocated additional capacity from the Connecting Facilities
and/or the Eldorado Substation, until Capital Additions are done to the
Connecting Facilities and/or the Eldorado Substation pursuant to
Section 9.3 of the Agreement, (if necessary).
12.5. Capacity in the Eldorado Substation shall be determined by the
Operating Agent and shall be allocated in accordance with the
Eldorado Co-Tenancy and Operating Agreement and standard utility
practice, which may impact the total capacity allocation on the Line
Segment.
12.6. The Bob Switch-Eldorado 220 kV Transmission Line shall be operated
so as to prevent or protect against the following adverse conditions on
the Eldorado System: inadvertent and unwanted re-energizing of a
utility dead line or bus; interconnection while out of synchronization;
overcurrent; voltage imbalance; ground faults; generated alternating
current frequency outside permitted safe limits; poor power factor or
reactive power outside permitted limits; and abnormal waveforms.
12.7. The Connecting Customer shall be required to, in coordination with
the Operating Agent, cause the Bob Switch-Eldorado 220 kV
Transmission Line to participate in any RAS required to prevent
thermal overloads and unstable conditions resulting from outages.
Such participation shall be in accordance with Applicable Reliability
Standards and Applicable Reliability Criteria, and Eldorado System
requirements and protocols. The Connecting Customer will not be
entitled to any compensation from SCE, the CAISO, or the Eldorado
Co-Owners, for loss of transmission capacity when; (i) the Bob
Switch-Eldorado 220 kV Transmission Line capacity is reduced or
tripped off-line due to implementation of the RAS; or (ii) such
transmission capacity is restricted in the event the RAS becomes
inoperable. Pursuant to Good Utility Practice, the Operating Agent
Page No. 25
will provide the Connecting Customer advance notice of any required
RAS.
12.8. Following outages of the Connecting Facilities or the Bob Switch-
Eldorado 220 kV Transmission Line, the Connecting Customer shall
not energize the Bob Switch-Eldorado 220 kV Transmission Line for
any reason without specific permission from the Operating Agent.
Such permission shall not be unreasonably withheld and the Parties
shall coordinate to re-establish energization as soon as reasonably
possible.
12.9. The Parties shall maintain operating communications with the other
Party’s designated switching center. The operating communications
shall include, but not be limited to, system parallel operation or
separation, scheduled and unscheduled outages, equipment clearances,
protective relay operations, and levels of operating voltage and
reactive power.
12.10. The Connecting Customer shall comply with Applicable Reliability
Standards and all other applicable standards for ownership and
operation of the Line Segment from the Bob Switch Station to the
Point of Change of Ownership.
12.11. The Operating Agent shall comply with Applicable Reliability
Standards and all other applicable standards for the operation and
maintenance of the Connecting Facilities.
12.12. SCE shall comply with Applicable Reliability Standards and all other
applicable standards for the ownership of the Connecting Facilities.
12.13. The Operating Agent shall coordinate with the Connecting Customer,
the CAISO, and any affected entity any scheduled outage of facilities
required for maintenance of the Connecting Facilities or for the
making of Capital Additions.
12.14. Either Party may undertake modifications to its facilities. If a Party
plans to undertake a modification that reasonably may be expected to
Page No. 26
affect the other Party’s facilities, that Party shall provide to the other
Party sufficient information regarding such modification so that the
other Party may evaluate the potential impact of such modification
prior to commencement of the work. Such information shall be
deemed to be confidential hereunder and shall include information
concerning the timing of such modifications and whether such
modifications are expected to affect operations at the Point of
Interconnection. The Party desiring to perform such work shall provide
the relevant drawings, plans, and specifications to the other Party at
least ninety (90) Calendar Days in advance of the commencement of
the work or such shorter period upon which the Parties may agree,
which agreement shall not unreasonably be withheld, conditioned or
delayed.
13. TAXES:
13.1. The Connecting Customer shall use its best efforts to have any taxing
authority imposing any property taxes or other taxes (excluding any
sales or use taxes) or assessments on the Line Segment, impose such
taxes or assessments directly upon the Connecting Customer rather
than on SCE, and/or the Eldorado Co-Owners.
13.2. All taxes and assessments levied against any Party shall be the sole
responsibility of the Party upon whom said taxes and assessments are
levied, unless such taxes and assessments are levied directly upon an
individual Party on behalf of any or all of the other Parties.
13.3. Notwithstanding Section 13.2 of the Agreement, the Connecting
Customer shall protect, indemnify and hold harmless SCE from any
income tax liability incurred or imposed against it as the result of
SCE’s ownership of the Capital Additions that the Connecting
Customer paid for, and as well as any interest and penalties, other than
interest and penalties attributable to any delay caused by SCE.
Page No. 27
13.4. The Connecting Customer's indemnity obligation set forth in Section
13.3 of the Agreement shall be calculated on a fully grossed-up basis.
Except as may otherwise be agreed to by the parties, this means that
Connecting Customer will pay all ITCC to SCE, in addition to the
amount paid for the Capital Additions. The ITCC shall be equal to (1)
the current taxes imposed on SCE (“Current Taxes”) on the excess of
(a) the gross income realized as a result of payments or property
transfers made by Connecting Customer to SCE under the Agreement
(the “Gross Income Amount”) over (b) the present value of future tax
deductions for depreciation that will be available as a result of such
payments or property transfers (the “Present Value Depreciation
Amount”), plus (2) an additional amount sufficient to permit SCE to
receive and retain, after the payment of all Current Taxes.
13.5. For this purpose, (i) Current Taxes shall be computed based on SCE’s
composite federal and state tax rates at the time the payments or
property transfers are received and at the highest marginal rates in
effect at that time (the “Current Tax Rate”), and (ii) the Present Value
Depreciation Amount shall be computed by discounting the anticipated
tax depreciation deductions as a result of such payments or property
transfers by SCE’s current weighted average cost of capital. Thus, the
ITCC formula is calculated as follows: (current tax rate x (gross
income amount – present value of tax depreciation))/(1 – current tax
rate). The ITCC rate for the Operating Agent, as calculated pursuant
to the ITCC formula, is shown in Section 4.1 of Appendix X, to the
Transmission Owner Tariff.
13.6. Private Letter Ruling or Change or Clarification of Law.
At the Connecting Customer’s request and expense, SCE, representing
SCE, shall file with the IRS a request for a private letter ruling as to
whether any property transferred or sums paid, or to be paid, by the
Connecting Customer to SCE and/or SCE under the Agreement are
Page No. 28
subject to federal income taxation. The Connecting Customer may
prepare the initial draft of the request for a private letter ruling, and
will certify under penalties of perjury that all facts represented in such
request are true and accurate to the best of the Connecting Customer’s
knowledge. SCE approval of the facts as described in the ruling
request is required before the ruling request can be submitted to the
IRS. SCE and the Connecting Customer shall cooperate in good faith
with respect to the submission of such request.
14. INSURANCE: As indicated below, each Party shall, at its own expense,
maintain in force throughout the periods noted in the Agreement, and until
released by the other Party, the following minimum insurance coverages, with
insurers rated no less than A-VII) by A.M. Bests’ Key Ratings Guide and
authorized to do business in the state where the Point of Interconnection is
located, except in the case of any insurance required to be carried by the
CAISO, the State of California:
14.1. Employer's Liability and Workers' Compensation Insurance. Each
Party shall maintain such coverage from the commencement of any
Construction Activities providing statutory benefits for workers
compensation coverage and coverage amounts of no less than One
Million Dollars ($1,000,000) for employer’s liability in accordance
with the laws and regulations of the state in which the Point of
Interconnection is located. The Connecting Customer shall provide
evidence of such insurance pursuant to Attachment D, Section 1(a).
14.2. Commercial General Liability Insurance. Each Party shall maintain
commercial general liability insurance commencing within thirty (30)
days of the effective date of the Agreement, including coverage for
premises and operations, bodily injury, personal injury, property
damage, contractual liability, products and completed operations
explosion, collapse and underground hazards, pollution to the extent
normally available, punitive damages to the extent normally available
Page No. 29
and a cross liability or separation of insured clause or endorsement,
with minimum limits of One Million Dollars ($1,000,000) per
occurrence/One Million Dollars ($1,000,000) aggregate. If the
activities of the Connecting Customer is being conducted through the
actions of an Affiliate, then the Connecting Customer may satisfy the
insurance requirements of this Section 14.2 by providing evidence of
insurance coverage carried by such Affiliate and showing SCE as an
additional insured, under the Affiliates’ General Liability insurance
policy, together with the Connecting Customer’s written representation
to SCE that the insured Affiliate is conducting all of the necessary pre-
construction work. Within thirty (30) days prior to the entry of any
person on behalf of the Connecting Customer onto any construction
site to perform work related to the Connecting Facilities, the
Connecting Customer shall replace any evidence of Affiliate Insurance
with evidence of such insurance carried by the Connecting Customer,
naming SCE as additional insured as required under Section 14.5 of
the Agreement.
14.3. Business Automobile Liability Insurance. Prior to the entry of any
such vehicles on any construction site in connection with work done
by or on behalf of each Party, each Party shall provide evidence of
coverage of owned and non-owned and hired vehicles, trailers or semi-
trailers designed for travel on public roads, with a minimum, combined
single limit of One Million Dollars ($1,000,000) per occurrence for
bodily injury, including death, and property damage.
14.4. Excess or Umbrella Liability Insurance. Commencing at the time of
entry of any person on its behalf upon any construction site for the
Connecting Facilities, Eldorado Substation, SCE Switchyard
Infrastructure Facilities, or Line Segment, each Party shall maintain
excess or umbrella liability insurance over and above the Employer's
Liability Commercial General Liability and Business Automobile
Page No. 30
Liability Insurance coverage, with a minimum limit of Twenty Million
Dollars ($20,000,000) per occurrence/Twenty Million Dollars
($20,000,000) aggregate. The requirements of Sections 14.2 and 14.4
of the Agreement may be met by any combination of general and
excess or umbrella liability insurance.
14.5. For the insurance policies under 14.2, 14.3 and 14.4 above, each Party
shall name the other Party, its parents, associated and Affiliate
companies and their respective directors, officers, agents, servants and
employees ("Other Party Group") as additional insured. All insurance
policies above shall contain provisions whereby the insurers waive all
rights of subrogation in accordance with the provisions of the
Agreement against the other Party. Each Party shall provide thirty
(30) Calendar Days advance written notice to the other Party of
cancellation in coverage. If either Party can reasonably demonstrate
that coverage policies containing provisions for insurer waiver of
subrogation rights, then the Parties shall meet and confer and mutually
determine to (i) establish replacement or equivalent terms in lieu of
subrogation or notice or (ii) waive the requirements that coverage(s)
include such subrogation provision.
14.6. The insurance policies under 14.2, 14.3 and 14.4 above shall contain
provisions that specify that the policies are primary and non-
contributory to any insurance or self-insurance the other Party
maintains. The insurance policy under 14.2 shall contain a cross
liability, severability of interest or separation of insureds clause. Each
Party shall be responsible for its respective deductibles or retentions.
14.7. The insurance policies under 14.1, 14.2, 14.3 and 14.4 above, if
written on a Claims First Made Basis, shall be maintained in full force
and effect for two (2) years after termination of the Agreement, which
coverage may be in the form of tail coverage or extended reporting
period coverage if agreed by the Parties.
Page No. 31
14.8. The requirements contained herein as to the types and limits of all
insurance to be maintained by the Parties are not intended to and shall
not in any manner, limit or qualify the liabilities and obligations
assumed by the Parties under the Agreement.
14.9. Within ten (10) Calendar Days following execution of the Agreement,
and as soon as practicable after the end of each fiscal year or at the
renewal of the insurance policy and in any event within ninety (90)
Calendar Days thereafter, each Party shall provide certification of all
insurance required under the Agreement, executed by each insurer or
by an authorized representative of each insurer.
14.10. Notwithstanding the foregoing, each Party may self-insure
14.10.1. to meet the insurance requirements of Section 14.1 of the
Agreement, to the extent that it maintains a self-insurance
program that is a qualified self insurer within the state in
which the Point of Interconnection is located, under the laws
and regulations of such state; and
14.10.2. to meet the minimum insurance requirements of Sections
14.2 through 14.7 of the Agreement to the extent it maintains
a self-insurance program; provided that, (i) each Party’s or if
applicable its Parent Guarantor maintains (a) Credit Ratings
of at least “A-” by S&P, “A-” by Fitch and “A3” by
Moody’s, if such entity is rated by the Ratings Agencies; (b)
if such entity is rated by only two of the three Ratings
Agencies, a Credit Rating from two of the three Ratings
Agencies of at least ”A-” by S&P, if such entity is rated by
S&P, “A-” by Fitch, if such entity is rated by Fitch, and “A3”
by Moody’s, if such entity is rated by Moody’s; or (c) a
Credit Rating of at least ”A-” by S&P or “A3” by Moody’s,
or “A-” by Fitch if such entity is rated by only one Ratings
Agency, and (ii) its self-insurance program meets the
Page No. 32
minimum insurance requirements of Sections 14.2 through
14.7 of the Agreement. For any period of time that the
Connecting Customer’s or if applicable its Parent Guarantor
fails to maintain Credit Ratings specified in (a), (b) or (c), the
Connecting Customer shall comply with the insurance
requirements applicable to it under Sections 14.2 through
14.9 of the Agreement. For purposes of this section, the
following definitions apply. “Credit Rating” means with
respect to any entity, the rating then assigned to such entity’s
unsecured, senior long-term debt obligations (not supported
by third party credit enhancements) or if such entity does not
have a rating for its senior unsecured long-term debt, then the
rating then assigned to such entity as an issuer rating by the
Ratings Agencies. “Ratings Agency” means any of S&P,
Moody’s, and Fitch (collectively the ‘Ratings Agencies’).
“Fitch” means Fitch Ratings Ltd. or its successor. “Moody’s”
means Moody’s Investor Services, Inc. or its successor.
“S&P” means the Standard & Poor’s Rating Group (a
division of McGraw-Hill, Inc.) or its successor. “Parent
Guarantor” means Connecting Customer’s corporate parent
which has provided a parent guaranty acceptable to SCE, in
its sole discretion.
14.10.3. In the event that each Party is permitted to self-insure
pursuant to this Section 14.10.3, each Party shall notify the
other that it meets the requirements to self-insure and that its
self-insurance program meets the minimum insurance
requirements in a manner consistent with that specified in
Section 14.9.
14.11. The Parties agree to report to each other in writing as soon as practical
all accidents or occurrences resulting in injuries to any person,
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including death, and any property damage arising out of the
Agreement.
15. LIABILITY:
15.1. Indemnity. Each Party shall at all times indemnify, defend, and hold
the other Party harmless from, any and all damages, losses, claims,
including claims and actions relating to injury to or death of any
person or damage to property, demand, suits, recoveries, costs and
expenses, court costs, attorney fees, and all other obligations by or to
third parties, arising out of or resulting from the other Party’s action or
inaction of its obligations under this Agreement on behalf of the
indemnifying Party, except in cases of gross negligence or intentional
wrongdoing by the indemnified Party. Consistent with Nevada law
concerning interpretation of indemnification clauses, this Section 15.1
provides for indemnity by the indemnifying Party in the event of the
indemnified Party’s ordinary negligence.
15.2. Indemnified Party.
15.2.1. If an indemnified person is entitled to indemnification under
this Section 15 as a result of a claim by a third party, and the
indemnifying Party fails, after notice and reasonable
opportunity to proceed under Section 15.1, to assume the
defense of such claim, such indemnified Party may at the
expense of the indemnifying Party contest, settle or consent to
the entry of any judgment with respect to, or pay in full, such
claim.
15.2.2. If an indemnifying Party is obligated to indemnify and hold
any indemnified Party harmless under this Section 15, the
amount owing to the indemnified Party shall be the amount of
such indemnified Party’s actual Loss, net of any insurance or
other recovery.
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15.3. Indemnity Procedures.
15.3.1. Promptly after receipt by an Indemnified Party of any claim or
notice of the commencement of any action or administrative or
legal proceeding or investigation as to which the indemnity
provided for in Section 15.1 may apply, the Indemnified Party
shall notify the Indemnifying Party of such fact. Any failure of
or delay in such notification shall not affect a Party's
indemnification obligation unless such failure or delay is
materially prejudicial to the indemnifying Party.
15.3.2. The Indemnifying Party shall have the right to assume the
defense thereof with counsel designated by such Indemnifying
Party and reasonably satisfactory to the Indemnified Party. If
the defendants in any such action include one or more
Indemnified Parties and the Indemnifying Party and if the
Indemnified Party reasonably concludes that there may be legal
defenses available to it and/or other Indemnified Parties which
are different from or additional to those available to the
Indemnifying Party, the Indemnified Party shall have the right
to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on its own
behalf. In such instances, the Indemnifying Party shall only be
required to pay the fees and expenses of one additional attorney
to represent an Indemnified Party or Indemnified Parties
having such differing or additional legal defenses.
15.3.3. The Indemnified Party shall be entitled, at its expense, to
participate in any such action, suit or proceeding, the defense
of which has been assumed by the Indemnifying Party.
Notwithstanding the foregoing, the Indemnifying Party (i) shall
not be entitled to assume and control the defense of any such
action, suit or proceedings if and to the extent that, in the
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opinion of the Indemnified Party and its counsel, such action,
suit or proceeding involves the potential imposition of criminal
liability on the Indemnified Party, or there exists a conflict or
adversity of interest between the Indemnified Party and the
Indemnifying Party, in such event the Indemnifying Party shall
pay the reasonable expenses of the Indemnified Party, and (ii)
shall not settle or consent to the entry of any judgment in any
action, suit or proceeding without the consent of the
Indemnified Party, which shall not be unreasonably withheld,
conditioned or delayed.
15.4. Consequential Damages. In no event shall any Party be liable under
any provision of this Agreement for any losses, damages, costs or
expenses for any special, indirect, incidental, consequential, or
punitive damages, including but not limited to loss of profit or
revenue, loss of the use of equipment, cost of capital, cost of
temporary equipment or services, whether based in whole or in part in
contract, in tort, including negligence, strict liability, or any other
theory of liability; provided, however, that damages for which a Party
may be liable to another Party under another agreement will not be
considered to be special, indirect, incidental, or consequential damages
hereunder.
15.5. Insurance. The provisions of this Section 15 shall not be construed so
as to relieve any insurer of its obligation to pay any insurance proceeds
in accordance with the terms and conditions of valid and collectible
insurance policies furnished hereunder.
16. DEFAULT:
16.1 General. No Default shall exist where such failure to discharge an
obligation (other than the payment of money) is the result of
Uncontrollable Force as defined in the Agreement or the result of an act or
omission of the other Party. Upon a Breach, the affected non-Breaching
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Party(ies) shall give written notice of such Breach to the Breaching Party.
Except as provided in Section 16.2 of the Agreement, the Breaching Party
shall have thirty (30) Calendar Days from receipt of the Default notice
within which to cure such Breach; provided however, if such Breach is not
capable of cure within thirty (30) Calendar Days, the Breaching Party shall
commence such cure within thirty (30) Calendar Days after notice and
continuously and diligently complete such cure within ninety (90)
Calendar Days from receipt of the Default notice; and, if cured within
such time, the Breach specified in such notice shall cease to exist.
16.2. Right to Terminate. If a Breach is not cured as provided in Section 16 of
the Agreement, or if a Breach is not capable of being cured within the
period provided for herein, the affected non-Breaching Party shall have
the right to declare a Default and terminate the Agreement by written
notice at any time, and be relieved of any further obligation hereunder,
with the exception of the provision in Section 4.3 of the Agreement and,
all other damages and remedies to which it is entitled at law or in equity.
The provisions of Section 4.3 of the Agreement and Section 16 of the
Agreement will survive termination of the Agreement.
17. UNCONTROLLABLE FORCE:
17.1. No Party shall be considered to be in default in the performance of its
obligations hereunder (other than obligations of said Party to make
payment of bills rendered hereunder) when a failure of performance shall
be due to an Uncontrollable Force. The term "Uncontrollable Force"
means any cause beyond the reasonable control of the Party affected,
including but not restricted to failure of or threat of failure of facilities,
flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage,
sabotage, restraint by court order or public authority, which by exercise of
due diligence such Party could not reasonably have been expected to avoid
and which by exercise of due diligence it shall be unable to overcome.
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Nothing contained herein shall be construed so as to require a Party to
settle any strike or labor dispute in which it may be involved. Any Party
rendered unable to fulfill any of its obligations hereunder by reason of an
Uncontrollable Force shall give prompt written notice of such fact to the
other Parties and shall exercise due diligence to remove such inability with
all reasonable dispatch.
17.2. Economic hardship shall not be an Uncontrollable Force.
18. RELATIONSHIP OF THE PARTIES:
The covenants, obligations, and liabilities of the Parties are intended to be several
and not joint or collective, and nothing herein contained shall ever be construed to
create an association, joint venture, trust, or partnership, or to impose an
association, joint venture, trust, or partnership covenant, obligation, or liability on
or with regard to any one or more of the Parties. No Party shall be under the
control of or shall be deemed to control the other Party. No Party shall be the
agent of or have a right or power to bind the other Party without its express
written consent, except as expressly provided elsewhere in the Agreement.
19. SUCCESSORS AND ASSIGNS:
19.1. This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Parties.
19.2. Any successor or assignee shall notify the remaining Party of such
succession or assignment in accordance with Section 28.
19.3. This Agreement may be assigned by a Party only with the written consent
of the other Party; provided that a Party may assign the Agreement with
notice to (but without the consent of) the other Party to any affiliate of the
assigning Party with an equal or greater credit rating and with the legal
authority and operational ability to satisfy the obligations of the assigning
Party under the Agreement. Any attempted assignment that violates this
Section is void and ineffective. Any assignment under the Agreement
shall not relieve a Party of its obligations, nor shall a Party’s obligations
Page No. 38
be enlarged, in whole or in part, by reason thereof. Where required,
consent to assignment will not be unreasonably withheld, conditioned or
delayed.
19.4. No assignment or transfer of interest hereunder shall relieve the assigning
or transferring Party from full liability and financial responsibility for
performance, after any such assignment or transfer, of all obligations and
duties incurred, under the terms and conditions of the Agreement, by such
Party prior to such assignment or transfer unless and until the assignee or
transferee shall agree in writing with all the remaining Parties to assume
all obligations and duties imposed under the terms and conditions of the
Agreement, upon the assigning or transferring Party after such assignment
or transfer.
20. RESERVATION OF RIGHTS:
20.1. SCE and the Connecting Customer shall each have the exclusive right to
make a unilateral filing with FERC to modify the Agreement pursuant to
Section 205 or any other applicable provision of the Federal Power Act
and FERC’s rules and regulations thereunder with respect to any rates,
terms and conditions, charges, classifications of service, rule or regulation
covered by the Agreement.
20.2. SCE and the Connecting Customer shall each have the right to make a
unilateral filing with FERC to modify the Agreement pursuant to Section
206 or any other applicable provision of the Federal Power Act and
FERC’s rules and regulations thereunder; provided that each Party shall
have the right to protest any such filing by another Party and to participate
fully in any proceeding before FERC in which such modifications may be
considered. Nothing in the Agreement shall limit the rights of the Parties
or of FERC under Sections 205 or 206 of the Federal Power Act and
FERC’s rules and regulations thereunder, except to the extent that the
Parties otherwise mutually agree as provided herein.
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21. NONDEDICATION OF FACILITIES:
The Parties do not intend to dedicate, and nothing in the Agreement shall be
construed as constituting a dedication by any Party of its properties or facilities, or
any part thereof, to any other Party or to the customers of any Party.
22. REGULATORY APPROVALS:
The Parties agree to cooperate to obtain any state or federal regulatory approval
necessary for the full participation of any Party in the rights and obligations of the
Agreement.
25. GOVERNING LAW AND VENUE:
This Agreement shall be interpreted in accordance with the substantive and
procedural laws of the State of Nevada, notwithstanding any Nevada conflict
of laws provision to the contrary. Any court action arising under this
Agreement shall be initiated and prosecuted in a state or federal court in Clark
County, Nevada or in state or federal court within the territory of the Federal
District Court for the Southern District of California
26. MUTUAL COOPERATION:
SCE in its capacity as owner of the Connecting Facilities, or the Connecting
Customer shall, within 10 calendar days of the receipt of any notice of alleged
violation (“NOAV”) pertaining to the Connecting Facilities, provide the other
Party, with a copy of the NOAV. Subject to applicable regulatory and legal
requirements, protections for each Party’s privileges and confidential
information, and subject to the execution of any necessary confidentiality and
non-disclosure agreements, the Parties agree to cooperate fully to provide
each other the information, documentation and assistance necessary to
demonstrate compliance with their respective obligations. Unless otherwise
agreed, the Parties agree that upon thirty (30) days of receipt of a written
notice from the Party requesting the information, the Party responsible for
providing information shall timely deliver the requested information. In the
event the information is required by WECC, NERC, or FERC in less than
Page No. 40
thirty (30) days, the appropriate Party will make commercially reasonable
efforts to provide information in any such requested time.
27. DISPUTE RESOLUTION:
27.1. In the event a Disputing Party has a dispute, or asserts a claim, that
arises out of or in connection with the Agreement, or their
performance, such Disputing Party shall provide the non-Disputing
Party with a Notice of Dispute.
27.2. Such dispute or claim shall be referred to a designated senior
representative of the non-Disputing Party for resolution on an informal
basis as promptly as practicable after receipt of the Notice of Dispute.
27.3. In the event the designated representatives are unable to resolve the
claim or dispute through negotiations within thirty (30) Calendar Days
of the non-Disputing Party's receipt of the Notice of Dispute, such
claim or dispute may, upon mutual agreement among the Disputing
Party and the non-Disputing Party, be submitted to either non-binding
or binding arbitration and resolved in accordance with the arbitration
procedures set forth below.
27.4. In the event the Disputing Party and the non-Disputing Party do not
agree to submit such claim or dispute to arbitration, each party may
exercise whatever rights and remedies it may have in equity or at law
consistent with the terms of the Agreement.
27.5. Any arbitration initiated under these procedures shall be conducted
before a single neutral arbitrator appointed by the Disputing Party and
the non-Disputing Party. If the parties fail to agree upon a single
arbitrator within ten (10) Calendar Days of the submission of the
dispute to arbitration, each party shall choose one arbitrator who shall
sit on a three-member arbitration panel. The two arbitrators so chosen
shall within twenty (20) Calendar Days select a third arbitrator to chair
the arbitration panel. In either case, the arbitrators shall be
knowledgeable in electric utility matters, including electric
Page No. 41
transmission and bulk power issues, and shall not have any current or
past substantial business or financial relationships with any party to the
arbitration (except prior arbitration). The arbitrator(s) shall provide
each of the parties an opportunity to be heard and, except as otherwise
provided herein, shall conduct the arbitration in accordance with the
JAMS Arbitration Procedures; provided, however, in the event of a
conflict between the Arbitration Rules and the terms of Section 25 of
the Agreement, the terms of Section 25 of the Agreement shall prevail.
27.6. Unless otherwise agreed by the Disputing Party and the non-Disputing
Party, the arbitrator(s) shall render a decision within ninety (90)
Calendar Days of appointment and shall notify the parties in writing of
such decision and the reasons therefor. The arbitrator(s) shall be
authorized only to interpret and apply the provisions of the Agreement
and shall have no power to modify or change any provision of the
Agreement in any manner. If the parties have mutually agreed to
binding arbitration, the decision of the arbitrator(s) shall be final and
binding upon the Parties, and judgment on the award may be entered
in any court having jurisdiction. The decision of the arbitrator(s) may
be appealed solely on the grounds that the conduct of the arbitrator(s),
or the decision itself, violated the standards set forth in the Federal
Arbitration Act or the Administrative Dispute Resolution Act. The
final decision of the arbitrator must also be filed with FERC if it
affects jurisdictional rates, terms and conditions of service or
Connecting Facilities of those Eldorado Co-Owners subject to such
FERC jurisdiction.
27.7. Each party shall be responsible for its own costs incurred during the
arbitration process and for the following costs, if applicable: (i) the cost of
the arbitrator chosen by the party to sit on the three member panel and one
half of the cost of the third arbitrator chosen; or (ii) one half the cost of the
single arbitrator jointly chosen by the parties.
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28. NOTICES:
28.1. Except as set forth in Section 28.2 of the Agreement, any legal notice
or communication required by the Agreement shall be in writing and
shall be deemed received (i) upon delivery if delivered in person or by
electronic mail or (ii) five (5) days after deposit in the mail if sent by
registered or certified first class United States mail, postage prepaid, to
the persons and addresses set forth in Attachment B attached hereto.
28.2. Communications of a routine nature involving requests for funds and
related matters shall be given in such manner as the Parties shall
arrange.
28.3. Any Party may, at any time, by written notice to the other Party,
designate different or additional persons or different addresses for
the giving of notices hereunder. Within thirty (30) days of any such
change, SCE shall provide the Connecting Customer with a revised
Attachment A, B, D and E. Such revised attachment shall neither
require a formal amendment nor signature by each Party.
29. GENERAL PROVISIONS:
29.1. In the event that any of the terms, covenants, or conditions of the
Agreement, or the application of any such term, covenant, or
condition, shall be held invalid as to any person or circumstance by
any court having jurisdiction in the premises, all other terms,
covenants, or conditions of the Agreement and their application shall
not be affected thereby, but shall remain in full force and effect.
29.2. Except as otherwise specifically provided in the Agreement, the
Parties do not intend to create rights in, or to grant remedies to, any
third party as a beneficiary of the Agreement or of any duty, covenant,
obligation, or undertaking established therein.
29.3. Any waiver at any time by any Party of its rights with respect to a
default or any other matter arising in connection with the Agreement
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shall not be deemed a waiver with respect to any subsequent default or
matter whether of a similar or different nature.
29.4. With the exception of the right that each Party has to make a unilateral
filing as granted in Section 20 of the Agreement, and pursuant to
Section 28.3 of the Agreement, the Agreement shall be modified only
through written agreement signed by each Party.
29.5. Section headings in the Agreement are for convenience only and are
not to be construed to define, limit, expand, interpret, or amplify the
provisions of the Agreement.
30. ATTACHMENT REVISIONS:
30.1. Attachment A, BOB SWITCH-ELDORADO 220 kV LINE
INTERCONNECTION TO ELDORADO SUBSTATION, shall be
revised pursuant to Section 28.3 of the Agreement.
30.2. Attachment B, ADDRESS FOR NOTICES, shall be revised pursuant
to Section 28.3 of the Agreement.
30.3. Attachment D, MILESTONES. Shall be revised pursuant to Section
28.3 of the Agreement.
30.4. Attachment E, ELDORADO SYSTEM AGREEMENTS, shall be
revised pursuant to Section 28.3 of the Agreement.
30.5. The effective date of a revised Attachment as the case may be, shall be
the effective in-service date of the new facility, the effective removal
date of an existing facility, the receipt of a change in Address for
Notice, the agreement by the Parties of changes in Milestones, or the
date of changes in the Eldorado System Agreements, unless otherwise
determined by SCE. Such revised attachments shall not be considered
an amendment to the Agreement requiring signature by each Party.
31. AUDIT:
For two years following the in-service date of any Capital Additions in
accordance with Section 11 of the Agreement for which the Connecting
Customer is responsible hereunder, SCE shall maintain records and accounts
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of such costs incurred in sufficient detail to allow verification of such costs
incurred, including, but not limited to, labor and associated labor burden costs,
material and supplies, outside services, and administrative and general
expenses. The Connecting Customer shall have the right, upon reasonable
notice, at a reasonable time and place, and at its own expense, to audit SCE’s
records as necessary and as appropriate in order to verify such costs incurred
by SCE.
32. EXECUTION BY COUNTERPARTS:
This Agreement may be executed in any number of counterparts, and upon
execution by the Parties, each executed counterpart shall have the same force
and effect as an original instrument and as if the Parties had signed the same
instrument. Any signature page of the Agreement may be detached from any
counterpart hereof without impairing the legal effect of any signature thereon
and may be attached to another counterpart of the Agreement identical in form
hereto but having attached to it one or more signature pages.
33. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into the Agreement on behalf of the Party for whom they
sign.
GRIDLIANCE WEST TRANSCO LLC
By Justin M. Campbell
Name Justin M. Campbell
Title President, GridLiance West Transco LLC_______
Date Signed 10/10/17
Page No. 45
SOUTHERN CALIFORNIA EDISON COMPANY
By Robert G. Woods
Name Robert G. Woods
Title Managing Director, AM&OS
Date Signed 9/29/17
Page No. 46
PROTECTED MATERIALS
CONTAINS CRITICAL ENERGY INFRASTRUCTURE INFORMATION
The diagram on this page is included in the unredacted version
Page No. 47
ATTACHMENT B
ADDRESSES FOR NOTICES Southern California Edison Company c/o Manager, Grid Contracts Management
Street address: 2244 Walnut Grove Avenue Rosemead, California 91770
Mailing address: P.O. Box 800 Rosemead, CA 91770 E-mail:
GridLiance West Transco LLC
c/o General Counsel Street address: 201 East John Carpenter Freeway, Suite 900
Irving, TX 75062 Mailing address: 201 East John Carpenter Freeway, Suite 900
Irving, TX 75062 E-mail: [email protected]
Page No. 48
ATTACHMENT C
SCOPE OF WORK AND COST:
Connecting Facilities described in this Attachment C to the Agreement are based on SCE’s preliminary engineering and design and are subject to modification upon agreement by the Parties, to reflect the actual facilities that are constructed and installed following SCE’s final engineering and design, identification of field conditions, and compliance with applicable environmental and permitting requirements. 1. Bob Switch-Eldorado 220 kV Transmission Line Segment:
a. Connecting Customer’s Facilities: Connecting Customer shall: i. Install a new approximately three (3) mile single circuit 220 kV Transmission
Line with two (2) 1590 kcmil 45/7 ACSR conductors per phase or equivalent as agreed upon by the Parties, from the Bob Switch Station to the Last Structure (as shown in Attachment A). This line will be referred to as the Bob Switch-Eldorado 220 kV Transmission Line. The Last Structure shall be engineered, designed, and constructed to meet SCE’s specifications.
ii. Install, at a minimum, one (1) 48 fiber optical ground wire (“OPGW”) on the Bob Switch-Eldorado 220 kV Transmission Line to provide one of two telecommunication paths required for the line protection scheme, the remote terminal units (“RTUs”). A minimum of eight (8) strands within the OPGW shall be provided for SCE’s exclusive use into Eldorado Substation.
iii. Install one (1) one half inch 7 strand EHS steel ground wire to facilitate shielding between Bob Switch Substation and Eldorado Substations
iv. Install appropriate single-mode fiber-optic cable from Bob Switch Station to a point designated by SCE near the SCE Switchyard to provide the second telecommunication path required for the line protection scheme. A minimum of eight (8) strands within the single-mode fiber optic cable shall be provided for SCE’s exclusive use. The telecommunication path shall meet the Applicable Reliability Standards and Applicable Reliability Criteria for diversity.
v. Install a remote terminal unit (“RTU”) at Bob Switch Station to monitor the circuit breaker status of the Bob Switch-Eldorado 220 kV Transmission Line.
vi. Install other facilities which generally include the associated circuit breakers, switches, and Supervisory Control and Data Acquisition (“SCADA”) equipment, to monitor and regulate the flow of electrical power.
vii. Own, operate and maintain both telecommunication paths (including OPGW, any fiber-optic cables, and appurtenant facilities), with the exception of the terminal equipment at SCE Switchyard, which terminal equipment will be installed, owned, operated and maintained by SCE.
viii. Allow SCE to review Connecting Customer’s telecommunication equipment design and perform inspections to ensure compatibility with SCE’s terminal equipment and protection engineering requirements; allow SCE to perform
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acceptance testing of the telecommunication equipment and the right to request and/or to perform correction of installation deficiencies.
ix. Extend the OPGW and single-mode fiber-optic cable for the two telecommunication paths to an SCE provided and installed patch panel located adjacent to SCE’s telecommunications terminal equipment specified above.
x. Install relay protection to be specified by SCE to match the relay protection used by SCE at SCE Switchyard, in order to protect the Bob Switch-Eldorado 220 kV Transmission Line, as follows:
xi. One (1) G.E. L90 relay and one SEL-311L relay via diversely routed dedicated digital communication channels to SCE Switchyard. The make and type of current differential relays will be specified by SCE during final engineering of Connecting Facilities.
xii. Install disconnect facilities in accordance with SCE’s Interconnection Handbook to comply with SCE’s switching and tagging procedures.
2. Connecting Facilities: SCE shall: a. Install facilities for a new 220 kV switchrack position to terminate the Bob
Switch-Eldorado 220 kV Transmission Line Segment. This work includes the following:
i. Install one (1) 90 foot wide by 108 foot high steel dead-end structure and foundation.
ii. Install two (2) 3000A, 63kA, 220 kV circuit breakers. iii. Install three (3) sets of 3000A, 220 kV three pole group-operated vertical
mounted disconnect switches with associated steel support structures, leads and foundations.
iv. Install one (1) 3000A, 220 kV three pole group-operated grounding switch with associated steel support structures, leads and foundations.
v. Install one (1) 220 kV coupling capacitor voltage transformers (“CCVTs”) with steel pedestal support structures.
vi. Install one (1) G.E. L90 and one (1) SEL-311L relay on a 19” rack. vii. Install two (2) G.E. C60 relays on another 19” rack. b. Install one transmission structure with two (2) spans from the SCE dead end rack
to the Connecting Customer-owned Last Structure. SCE will terminate on the Connecting Customer-owned Last Structure.
c. Install all required lightwave, channel, and associated equipment (including terminal equipment), supporting protection, RTU and SCADA requirements for the interconnection of the Line Segment.
d. Install appropriate length of fiber optic cable, including conduit and vaults, from a point designated by SCE to extend the OPGW into the communication room at SCE Switchyard for diverse paths (Path A & Path B) as follows:
i. Path A: 1. Install approximately 650 feet of 2-5 inch conduit. 2. Install a second vault. 3. Install approximately 3,750 feet of fiber optic cable.
ii. Path B: 1. Install approximately 2,450 feet of 2-5 inch conduit.
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2. Install a second vault. 3. Install 3,750 feet of fiber optic cable.
e. Install meters and appurtenant equipment required to meter the Bob Switch-Eldorado 220 kV Transmission Line.
f. Add RTU point additions to the existing RTU and updates to the EMS database, displays, and calculations as required to support the Bob Switch-Eldorado 220 kV Transmission Line.
g. Provide mapping, survey, title work, land acquisition labor, licensing, and other activities related to substation, transmission line and telecom requirement.
h. Corporate Environmental Health and Safety: Perform all required activities related to support the Bob Switch-Eldorado 220 kV Transmission Line with Eldorado Substation property line.
i. Real Properties: Perform all required activities related to support the Bob Switch-Eldorado 220 kV Transmission Line and provide access rights to support the RTU at Bob Switch Station.
3. Connecting Facilities Cost:
a. Estimated Cost:
Element Connecting
Facilities Cost
Connecting Facilities One-time
Cost
Total Cost
SCE Switchyard $5,558,089.00 $0.00
Bob Switch-Eldorado-220 kV Transmission Line
$1,782,290.00 $0.00
Corporate Environmental Health and Safety
$453,541.00 $0.00
Power System Controls $108,414.00 $0.00
Real Properties $46,257.00 $0.00
Telecommunications $1,803,598.00 $0.00
Total $9,752,189.00 $0.00 $9,752,189.00
b. Actual Cost:
[TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]
Element
Connecting Facilities
Cost
ITCC
Total
SCE Switchyard Bob Switch-Eldorado-220 kV Transmission Line
Corporate Environmental Health and Safety
Power System Controls Real Properties
Page No. 51
Telecommunications Total
All amounts shown above are in nominal dollars.
Page No. 52
ATTACHMENT D
MILESTONES
1. Milestones: Table C1 Item Milestone Responsible Party Due Date
(a) Submit proof of insurance coverage in accordance with Section 16 of the Agreement
Connecting Customer and SCE
Within ten (10) Calendar Days after the Effective Date
(b)
Submittal security for the Connecting Facilities, to SCE pursuant to 14 of the Agreement
Connecting Customer
Pursuant to the Credit Support Schedule as shown in Section 14.1 of the Agreement
(c) Submit proof of approved land use permits, licenses and property rights required for the construction of the Line Segment
Connecting Customer
On or before twelve (12) months following the Effective Date
(d) Demonstrate evidence of selection of Engineering, design, procurement and construction contractors
Connecting Customer
Within twelve (12) months following the Effective Date
(e)
Commences construction of the Line Segment
Connecting Customer
Within thirty (30) Calendar Days following completion of milestone 1(c)
(f) Meet with customer to monitor and discuss progress on Line Segment
SCE and Connecting Customer
Monthly or bi-monthly basis until in-service date.
(g) Complete design, engineering and procurement of the Connecting Facilities
SCE Within fifteen (15) months following Connecting Customer’s completion of milestones 1(a) and 1(b) above
within 1) twelve (12) months following
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(h)
Completion of Connecting Facilities.
SCE
completion of milestone 1(g) above, or 2) March 1, 2020. *See Note below.
(i)
Test of RTU and RTU telecom equipment and all cutovers
SCE
Within two (2) months following Connecting Customer’s completion of Connecting Customer’s Line Segment and completion by SCE of the Connecting Facilities.
(j)
Submit initial specifications for Connecting Customer’s system protection facilities, to SCE
Connecting Customer
At least one hundred eighty (180) Calendar Days prior to the Initial Synchronization Date.
(k) Initial information submission which shall include SCE’s Transmission System information necessary to allow Connecting Customer to select equipment
SCE
At least one hundred eighty (180) Calendar Days prior to Trial Operation
(l)
Updated information submission by Connecting Customer, including manufacturer information
Connecting Customer
No later than one hundred eighty (180) Calendar Days prior to Trial Operation
(m)
Review of and comment on Connecting Customer’s initial specifications
SCE
Within thirty (30) Calendar Days of Connecting Customer’s submission of initial specifications
At least ninety (90) Calendar Days
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(n) Submit final specifications for Connecting Customer’s system protection facilities, to SCE
Connecting Customer
prior to the Initial Synchronization Date.
(o)
Review of and comment on Connecting Customer’s final specifications as specified in Section 5.10.1 of the Agreement
SCE
Within thirty (30) Calendar Days of Connecting Customer’s submission of final specifications
(p) Performance of a complete calibration test and functional trip test of the system protection facilities
Connecting Customer and SCE
At least sixty (60) Calendar Days prior to the In-Service Date
(q) Connecting Customer’s proposed In-Service Date
Connecting Customer
July 30, 2019**
(r) Notification of operating communications and notifications information pursuant to Attachment C, of the Agreement
SCE and Connecting Customer
Prior to Initial Synchronization Date
(s)
Testing of the Connecting Facilities and testing of the Line Segment
Connecting Customer and SCE
At least sixty (60) Calendar Days prior to the Commercial Operation Date
(t) Provide written approval to the Connecting Customer for the operation of the Bob Switch-Eldorado 500 kV Transmission Line
SCE
Within fifteen (15) Calendar Days prior to the Commercial Operation Date
(u)
Commercial Operation Date
Connecting Customer
November 30, 2019**
(v)
Submittal of “as-built” drawings, information and documents for the Line Segment to SCE
Connecting Customer
Within one hundred twenty (120) Calendar Days after the Commercial Operation Date, unless otherwise agreed
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* Note: The Connecting Customer understands and acknowledges that such timelines are only estimates and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, right-of-way negotiations, or other unforeseen events could delay the actual in-service dates of the Connecting Facilities beyond those specified. SCE shall not be liable for any cost or damage incurred by the Connecting Customer because of any delay in the work provided for in the Agreement. Within five days after the Connecting Customer determines that the Connecting Customer’s milestones and/or the Line Segment may be delayed, the Connecting Customer shall give written notice to SCE that completion of the Line Segment or the milestones may be delayed. In such event the Parties shall negotiate in good faith to amend the milestones in Table C1 to synchronize the completion of the Line Segment and the Connecting Facilities. However, if the Parties fail to reach agreement, the completion timeline of the Connecting Facilities may be delayed, and unless the Connecting Customer affirms in writing that the Connecting Customer is responsible for the costs of the Connecting Facilities pursuant to Section 4.3 of the Agreement, SCE has discretion to delay its construction, halt and cease progress towards SCE’s milestones. ** Note: The Connecting Customer understands and acknowledges that the Connecting Customer’s proposed in-service date of July 30, 2019 and Commercial Operation Date of November 30, 2019 may not be feasible assuming an Effective Date of November 1, 2017 and a 27 month design, engineering, procurement and construction timeline of 27 months as shown in Table C1, Section 1(c), the earliest possible In-Service Date, taking into account the note above would be March 1, 2020. However, the Parties agree to work together to determine if the SCE work schedule can be shortened.
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ATTACHMENT E
ELDORADO SYSTEM AGREEMENTS
1. ELECTRICAL TRANSMISSION AND DISTRIBUTION EQUIPMENT AND SERVICING INVENTORY GREENHOUSE GAS REPORTING PROGRAM DESIGNATED REPRESENTATIVE AGREEMENT AMONG DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, NEVADA POWER COMPANY (d/b/a NV Energy), SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT AND SOUTHERN CALIFORNIA EDISON COMPANY, dated February 6, 2013
2. ELDORADO-MEAD LINES RIGHT-OF-WAY GRANT
Right-of-Way Grant N-2795 Issued 12/5/1968; Expires 12/4/2018 Issued to: Southern California Edison Company, Nevada Power Company, Salt River Project Agricultural Improvement and Power District; Map designation No. 1 and No. 2 Eldorado-Mead
3. ELDORADO SUBSTATION SITE - RIGHT-OF-WAY GRANT
Right-of-Way Grant N-2655 Issued 8/7/1969 Expires 8/6/2019 Issued to: Southern California Edison Company, Nevada Power Company, City of Los Angeles Department of Water & Power, Salt River Project Agricultural Improvement and Power District; Permitted Use: substation site, drainage area, and access road
4. ELDORADO-MOHAVE LINE RIGHT-OF-WAY GRANT
Right-of-Way Grant N-3827 Issued 12/30/1969 Expires 12/29/2019 Issued to: Southern California Edison Company, Nevada Power Company, Salt River Project Agric. Improvement and Power District; Permitted Use: 500kV electric transmission line Map designation: Mohave-Eldorado Electric Transmission Line
5. CO-OWNERS ASSIGNMENT AND AGREEMENT AMONG LOS ANGELES
DEPARTMENT OF WATER AND POWER, NEVADA POWER COMPANY (d/b/a NV Energy), SOUTHERN CALIFORNIA EDISON COMPANY AND SALT RIVER PROJECT, dated July 17, 1970.
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6. EASEMENT AGREEMENT AMONG LOS ANGELES DEPARTMENT OF WATER AND POWER, NEVADA POWER COMPANY (d/b/a NV Energy), SOUTHERN CALIFORNIA EDISON COMPANY AND SALT RIVER PROJECT, dated November 16, 2000, as it may be amended. NV Energy and County recorder No. 20010124:01396.
7. UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF
RECLAMATION PACIFIC NORTHWEST-PACIFIC SOUTHWEST INTERTIE PROJECT CONTRACT FOR INTERCONNECTIONS AT MEAD SUBSTATION WITH SOUTHERN CALIFORNIA EDISON COMPANY, CONTRACT NO. 14-06-300-1871 as it may be amended or replaced.
9. AGREEMENT FOR ADDITIONAL SOUTHERN CALIFORNIA EDISON
COMPANY FACILITIES IN ELDORADO SUBSTATION AMONG DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, NEVAD POWER COMPANY (d/b/a NV Energy) and SOUTHERN CALIFORNIA EDISON COMPANY as it may be amended.
9. Eldorado Co-Tenancy and Operating Agreement amount Department of Water and
Power of the City of Los Angeles, Nevada Power Company d/b/a NV Energy and Southern California Edison Company, as it may be amended.
EXHIBIT C
FORM OF NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE AND USE AGREEMENT
This Non-Disclosure and Use Agreement (Agreement) entered into between Southern California Edison Company (SCE) and the [Requesting Entity] shall govern the use of certain Critical Energy Infrastructure Information (CEII) provided by, or on behalf of, SCE to [Requesting Entity].
WHEREAS, [Requesting Entity] has requested that SCE provide it certain information that qualifies as CEII.
WHEREAS, the Federal Energy Regulatory Commission (FERC) has issued Orders 630, 630-A, 649, 662, and 683 (Orders) setting forth restrictions on the release of CEII as necessitated by the terrorist acts committed on September 11, 2001 and the ongoing terrorist threat.
WHEREAS, under the authority of the Critical Infrastructure Information Act of 2002 (CII Act), the United States Department of Homeland Security established on February 18, 2004, the Protected Critical Infrastructure Information Program, which offers safeguards for critical infrastructure information such as CEII submitted to the Federal government.
WHEREAS, SCE is willing to provide such information to [Requesting Entity] under suitable contractual limits and protection concerning the disclosure and use of the CEII consistent with the FERC’s Orders.
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, SCE and [Requesting Entity] agree as follows:
1. The purpose of this Agreement is to permit [Requesting Entity] to receive from SCE and use CEII, as defined in Paragraph 2(a), for the purpose of [define intended use of CEII and location].
2. Definitions.
a. The term “CEII” means Critical Energy Infrastructure Information as defined by the FERC in 18 C.F.R. § 388.113(c)(1). CEII shall include: (A) materials, including the Eldorado Substation One-Line Diagram attached as Exhibit 4, Sheet 1 to the Amended and Restated Eldorado System Co-Tenancy and Operating Agreement Among Department of Water and Power of the City of Los Angeles, Nevada Power Company d/b/a NV Energy and Southern California Edison Company (“Eldorado Co-Tenancy and Operating Agreement”) and Attachment A to the Agreement For Additional Southern California Edison Company Facilities in the Eldorado Substation Among Department of Water and Power of the City of Los Angeles, Nevada Power Company d/b/a/NV Energy and Southern California Edison Company (“Additional Facilities Agreement”), provided by SCE in accordance with this Agreement and designated by SCE as CEII; (B) any information contained in or obtained from such designated materials; (C) Notes of CEII (as defined herein); and (D) copies of CEII. SCE
shall physically mark the CEII on each page as “PROTECTED MATERIALS – Contains Critical Energy Infrastructure Information” or with words of similar import as long as the term “CEII” is included in that designation to indicate that they are CEII.
b. The term “Notes of CEII” means memoranda, handwritten notes, or any other form of information (including electronic form) which copies or discloses materials described in Paragraph 2(a). Notes of CEII are subject to the same restrictions as for CEII except as specifically provided in this Agreement.
c. The term “Non-Disclosure Certificate” shall mean the certificate annexed hereto by which those who have been granted access to CEII shall certify their understanding that such access to CEII is provided pursuant to the terms and restrictions of this Agreement, and that they have read the Agreement and agree to be bound by it.
d. The term “Reviewing Representative” shall mean a person who has signed a Non-Disclosure Certificate and who is: (1) an employee or other representative of [Requesting Entity] who needs access to the CEII to carry out the purpose set forth in Paragraph 1; or (2) a consultant or an employee of a consultant retained by [Requesting Entity] who needs access to the CEII for the purpose identified in Paragraph 1.
3. CEII shall be made available under the terms of this Agreement only to [Requesting Entity] and only through its Reviewing Representatives as provided in Paragraphs 7-9 and only for the purpose set forth in Paragraph 1.
4. In the event that a court or other governmental authority of competent jurisdiction issues an order, subpoena, or other lawful process requiring the disclosure of the CEII, [Requesting Entity] shall notify SCE immediately upon receipt thereof to facilitate SCE’s efforts to prevent such disclosure, or otherwise preserve the confidentiality of the CEII. [Requesting Entity] shall not be in violation of the Agreement if it complies with an order of such court or governmental authority to disclose CEII, after SCE has sought to maintain the confidentiality of such information as provided herein, or has notified [Requesting Entity] in writing that it will take no action to maintain such confidentiality.
5. If requested to do so in writing, [Requesting Entity] shall, within fifteen days of such request, return the CEII (excluding Notes of CEII) to SCE, or shall destroy the materials, except that Notes of CEII may be retained, if they are maintained in accordance with Paragraph 6, below. Within such time, [Requesting Entity], if requested to do so, shall also submit to SCE an affidavit stating that, to the best of its knowledge, all CEII and all Notes of CEII have been returned, have been destroyed, or will be maintained in accordance with Paragraph 6. To the extent CEII is not returned or destroyed, it shall remain subject to the Agreement.
6. All CEII shall be maintained by [Requesting Entity] in a secure place. Access to those materials shall be limited to those Reviewing Representatives specifically authorized pursuant to Paragraphs 8 and 9.
7. CEII shall be treated as confidential by [Requesting Entity] and by the Reviewing Representative in accordance with the certificate executed pursuant to Paragraph 9. CEII shall not be used except as necessary for the purpose set forth in Paragraph 1, nor shall it be disclosed in any manner to any person except a Reviewing Representative, who needs to know the information in order to carry out that person’s responsibilities. Reviewing Representatives may make copies of CEII, but such copies become CEII. Reviewing Representatives may make notes of CEII, which shall be treated as Notes of CEII if they disclose the contents of CEII. Requesting Entity and the Reviewing Representative shall keep a record of all copies and Notes of CEII they make.
8. In the event that [Requesting Entity] wishes to designate as a Reviewing Representative a person not described in Paragraph 2(d) above, [Requesting Entity] shall seek agreement from SCE. That person shall be a Reviewing Representative pursuant to Paragraph 2(d) above with respect to those materials if an agreement is reached.
9. A Reviewing Representative shall not be permitted to inspect, participate in discussions regarding, or otherwise be permitted access to CEII pursuant to this Agreement unless that Reviewing Representative has first executed a Non-Disclosure Certificate provided that if an attorney qualified as a Reviewing Representative has executed such a certificate, the paralegals, secretarial and clerical personnel under the attorney’s instruction, supervision or control need not do so. Attorneys qualified as Reviewing Representatives are responsible for ensuring that persons under their supervision or control comply with this order. A copy of each Non-Disclosure Certificate shall be provided to counsel for SCE before disclosure of any CEII to that Reviewing Representative.
10. Any Reviewing Representative may disclose CEII to any other Reviewing Representative as long as the disclosing Reviewing Representative and the receiving Reviewing Representative both have executed a Non-Disclosure Certificate. In the event that any Reviewing Representative to whom the CEII is disclosed ceases to qualify as a Reviewing Representative, or is employed or retained for a position whose occupant is not qualified to be a Reviewing Representative under Paragraph 2(d), access to CEII by that person shall be terminated. Every person who has executed a Non-Disclosure Certificate shall continue to be bound by the provisions of this Agreement and the Non-Disclosure Certificate.
11. All copies of all documents reflecting CEII shall be marked “PROTECTED MATERIALS – Contains Critical Energy Infrastructure Information.” Counsel for [Requesting Entity] shall take all reasonable precautions necessary to assure that CEII is not distributed to unauthorized persons.
12. [Requesting Entity] and SCE agree that the CEII provided to [Requesting Entity] pursuant to this Agreement is exempt from production under the California Public Records Act, Cal. Gov't Code Sections 6250, et seq., under either the exemption provided in Section 6254(e) or 6255(a), or both, and [Requesting Entity] agrees to withhold production of such materials unless ordered to do so by a court of competent jurisdiction as provided in Paragraph 4.
13. None of the Participants waives the right to pursue any other legal or equitable remedies that may be available in the event of actual or anticipated disclosure of CEII. The parties agree that, in addition to whatever other remedies may be available to a party under applicable law, a party shall be entitled to obtain injunctive relief with respect to any actual or threatened violation of this Agreement by any other party. To the extent permitted by applicable law, each party agrees that it shall bear all costs and expenses, including reasonable attorneys’ fees, which may be incurred by the other party in successfully enforcing the provisions of this Paragraph.
14. This Agreement is made in the State of California and shall be governed by and interpreted in accordance with its laws unless those laws conflict with Federal law, in which case the Federal law shall apply.
15. This Agreement shall be binding upon the parties, and their successors and assignees. No party shall assign this Agreement without the other party’s prior written consent.
16. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement shall remain in full force and effect.
17. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement.
IN WITNESS WHEREOF the Parties execute this Agreement as of the latest date set forth below.
SOUTHERN CALIFORNIA EDISON COMPANY
Dated: _________, 20__ By: Title:_____________________________
[REQUESTING ENTITY] Dated: _________, 20__ By:
Title:_____________________________
NON-DISCLOSURE CERTIFICATE
I hereby certify my understanding that access to Critical Energy Infrastructure Information (CEII) is provided to me for the purpose of [define intended use of CEII and location] and pursuant to the terms and restrictions of the attached Non-Disclosure and Use Agreement (Agreement) entered between SCE and the [Requesting Entity], that I have been given a copy of and have read the Agreement, and I affirm to be bound by it. I understand that the contents of the CEII, any notes or other memoranda, or any other form of information that copies or discloses CEII shall not be disclosed to anyone other than in accordance with that Agreement.
By: _____________________________
Title: ____________________________
Representing: ______________________
Date: _____________________________