STANDARD GENERATION INTERCONNECTION AGREEMENT
BETWEEN
CI
TY OF ANAHE IM
AND
__________________________________________
This Generation Interconnection Agreement (“A greement” ) is entered into by and between [INSERT LEGAL NAME] (“Producer”), [TYPE OF ENTITY, e.g. individual or corporation], and the City of Anaheim, a municipal corporation (“Anaheim”). This Agreement refers to the Producer and Anaheim jointly as “Parties” or individually as “Party.”
This
Standard Generation Interconnection Agreement (“Interconnection Agreement”), dated _________________________, for purposes of identification only, is entered into by and between [INSERT LEGAL NAME]
(“PRODUCER”), [TYPE OF ENTITY, e.g. individual or corporation], whose principal place of business is located at and the City of Anaheim, a municipal corporation (
“ANAHEIM”) whose principal place of business is located at City Hall, 200 South Anaheim Blvd., A
naheim, California 92805 referred to herein jointly as “Parties” or individually as “Party”.
1. AP
PLICABILITY
1.1 This Agreement applies to Producers per Rule 22 of the Electric Rates, Rules, and Regulations.
1.2 Unless otherwise determined by the General Manager pursuant to Rule 22, this Agreement does not apply to owners of interconnected Renewable Generating Facilities (solar facilities as defined in Rule 1) with an aggregate gen erating capacity of one megawatt (1MW) or less.
1.3 This Agreement does not modify the Solar Energy Ordinance in Anaheim Municipal Code Chapter 15.04, including streamlined permitting processes for small residential rooftop solar energy systems (10kw systems).
1.4 Producer owns or leases the property (“Property”) located at the Generating Facility Address indicated in Exhibit A.
1.5 This Agreement sets the terms and conditions for the interconnection and parallel operation of Generating Facility identified in Exhibit A.
1.1 This Interconnection Agreement provides for PRODUCER to interconnect and operate its facility as described in Exhibit A (“Facility”) in parallel with the wires, transformers, and related equipment within ANAHEIM’s utility service territor y ( “ANAHEIM’s Distribution System”) and serves PRODUCER’s electrical loads at the location identified in Section 2.1. PRODUCER shall be a customer of ANAHEIM prior to PRODUCER’s execution of this Interconnection Agreement.
1.2 This Interconnection Agreement does not apply to facilities that qualify for net energy metering under ANAHEIM Rules and Regulations (as defined below).
2. PURPOSE
2.1 Producer has elected to inter connect and operate a facility (“Generating Facility,” as described in Exhibit A) in parallel with Anaheim’s Distribution System.
2.2 This Agreement provides for Producer to: (a) interconnect and operate its Generating Facility in parallel with the wires, transformers, and related equipment within Anaheim’s utility service territory (“Anaheim’s Distribution System”) and (b) serve Produc
er’s electrical loads at the location identified in Exhibit A.
2.3 Connection and operation of the Generating Facility shall be subject to the terms and conditions set forth in this Agreement and Anaheim’s Electric Rates, Rules and Regulations.
2. DESCRIPTION OF FACILITY
2.1 PRODUCER owns or leases the property located at:
________________________________________________________________ (“Property”).
2.2 PRODUCER has elected to interconnect and operate a Facility on the Property in parallel with ANAHEIM’s
Distribution System. Prior to the commencement of construction of the Facility, PRODUCER
shall submit the Facility’s plans and design package for review and approval consistent with applicable design, construction and operations standards and practices. Such review or approval shall be in accordance with ANAHEIM Rules and Regulations, as defined below, and shall not impose or create any additional liability on or for ANAHEIM, and shall not relieve PRODUCER of any responsibility or liability which PRODUCER may have under this Interconnection Agreement or by law.
2.3 Upon approval of Facility’s plans and design package, PRODUCER shall not relocate or modify the Facility without ANAHEIM’s prior written consent.
3. TERM AND TERMINATION
3.1 The term of this Agreement commences on the date on which this Agreement is fully executed by the Parties (“Effective Date”).
3.2 Except for termination as described in Section 3.3, this Agreement may be terminated by either Party on thirty (30) days’ prior written notice.
3.3 An aheim may, in its sole discretion, immediately terminate this Agreement for any one or more of the following reasons:
3.3.1 An aheim’s ability to perform Anaheim’s duties under this Agreement is materially impaired by an applicable regulatory authority’s change in applicable rules, tariffs, and regulations, or a change in any local, state or federal law, statute or regulation, either of which materially impairs. If termination is pursuant to this Section 3.3.1, then the Parties may negotiate a replacement interconnection agreement covering the Generating Facility.
3.3.2 Producer violates any provision of the Anaheim Rules and Regulations (defined in Section 9.1), or any provision of this Agreement. If Producer acts in violation as described in this Section 3.3.2, then Anaheim will give Producer a written notice of default. In the notice, Anaheim may, in its sole discretion, allow Producer the opportunity to cure any violation immediately or within a timeframe set by Anaheim. If Producer fails to take all corrective actions specified in Anaheim’s notice, then Anaheim’s termination right under this Section 3.3 shall be effective immed iately.
3.3.3 Producer abandoned the Generating Facility. A Generating Facility is deemed abandoned if, for one hundred twenty (120) days, the Generating Facility: (1) has been non-operational, and such non-operation is not due to a Forced Majeure or forced outage, and (2) Producer has not provided a substantive response to Anaheim’s written notice of its intent to terminate th is Agreement under this Section 3.3.3. Producer’s response shall indicate the reasons for the non-o peration of the Generating Facility, and shall provide a remediation plan for Anaheim’s approval.
14. T ERM AND TERMINATION OF AGREEMENT
14.1 The effective date of this Interconnection Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event PRODUCER fails to set forth a date of execution opposite the name(s) of PRODU CER’s signator(s), PRODUCER hereby authorizes ANAHEIM to insert the date of execution by PRODUCER as the date said Interconnection Agreement as executed by PRODUCER is received by ANAHEIM.
14.2 This Interconnection Agreement may be terminated by either Party on thirty (30) days advance written notice in accordance with Section 14 hereof.
14.3 ANAHEIM may terminate this Interconnection Agreement for any one or more of the following reasons:
(a) A change in applicable rules, tariffs, and regulations, as approved or directed by the applicable regulatory authority, or a change in any local, state or federal law, statute or regulation, either of which materially impairs ANAHEIM’s ability to perform A NAHEIM’s duties under this Interconnection Agreement. In the event of termination of the Interconnection Agreement under this Section 14.3(a), the Parties shall negotiate for a replacement interconnection agreement covering the Facility.
(b) PRODUCER violates any provision of the ANAHEIM Rules and Regulations, or any provision of this Interconnection Agreement. In the event of violation under this Section 14.3(b), ANAHEIM will notify PRODUCER in writing that its Facility is out of compliance with the ANAHEIM Rules and Regulations or the terms of this Interconnection Agreement, and if appropriate, request PRODUCER to take remedial action to immediately cure such violation.
ANAHEIM’s termination right under this Section 14.3(b) shall be effective within ninety (90) days of such written notice if PRODUCER has failed to take all corrective actions specified in ANAHEIM’s notice or has not otherwise submitted a cure plan acceptable to ANAHEIM within the ninety (90) days.
(c) PRODUCER abandons the Facility. ANAHEIM shall deem the Facility to be abandoned if, after one hundred twenty (120) days, the Facility (1) has been non- operational, and such non- operation is not due to a Forced Majeure or forced outage, and (2) PRODUCER has not provided a substantive response to ANAHEIM’s written notice of its intent to terminate this Interconnection Agreement under this Section 14.3(c). PRODUCER’s response shall indicate the reasons for the non-operation of the Facility, and shall provide a remediation plan acceptable to ANAHEIM.
14.4 This Interconnection Agreement shall terminate, without notice, upon termination of the electric distribution service provided to PRODUCER by ANAHEIM.
14.5 Upon termination of the Interconnection Agreement, PRODUCER shall be solely responsible for any and all costs and expenses, if any, of removal of the Interconnection Facilities.
4. INTERCONNECTION FACILITIES
4.1 Interconnection of the Producer’s Generating Facility with Anaheim’s Distribution System requires Anaheim’s design, construction, installation, operation, and maintenance of electrical wires, switches, and related equip ment (“Interconnection Facilities,” further detailed in Exhibit B).
4.2 Interconnection Facilities shall be owned, maintained, and operated by Anaheim, and shall remain Anaheim’s property.
4.3 If Interconnection Facilities are no longer used, then Anaheim has the right to commence removal of the unused Interconnection Facilities.
5. PAYMENT FOR INTERCONNECTION
5.1 Producer shall pay Anaheim for its estimated Interconnection Facilities co sts, with adjustments based on Anaheim’s actual costs for labor, materials, and equipment.
5.2 Upon termination of the Agreement, or if Interconnection Facilities are no longer necessary to serve Producer’s Generating Facility’s connection to Anaheim’s Distribution system, Producer shall be solely responsible for all costs of Interconnection Facilities removal. Producer shall pay Anaheim within twenty (20) days of receipt of an invoice from Anaheim.
4. INTERCONNECTION FACILITIES AND PAYMENT FOR INTERCONNECTION
4.1 PRODUCER understands, accepts, and agrees that connection and operation of the Facility shall be subject to the terms and conditions set forth in this Interconnection Agreement and ANAHEIM Rules and Regulations.
4.2 PRODUCER agrees to pay, in advance and in full, for all estimated design and construction costs of Interconnection Facilities (as defined below) including, but not limited to all electrical wires, switches, and related equipment that are required to allow the interconnection of the Facility to ANAHEIM’s Distribution System, as identified in Exhibit A. Later, if ANAHEIM believes the actual design and construction costs will exceed the estimated design and construction costs by ten percent (10%), ANAHEIM will provide to PRODUCER written notice of the actual amount or revised estimated amount as soon as reasonably practicable. Any such notice may be revised by ANAHEIM at any time in the future; provided, ANAHEIM provides to PRODUCER notice of the revision. The Interconnection Facilities are described in Exhibit B (“Interconnection Facilities”) and a one-line diagram of the interconnection at the point of interconnection to ANAHEIM’s Distribution System and site layout as depicted in Exhibit C. (a) If the actual design and construction costs incurred by ANAHEIM for Interconnection Facilities are less than those costs specified in Exhibit B and paid to ANAHEIM by PRODUCER, ANAHEIM shall refund to PRODUCER the remaining funds without interest within sixty (60) days of the final invoice processed for ANAHEIM’s construction of the Interconnection Facilities. ( b) If the actual design and construction costs incurred by ANAHEIM for Interconnection Facilities exceed the costs specified in Exhibit B and paid to ANAHEIM by PRODUCER, PRODUCER shall pay ANAHEIM the additional funds without interest within twenty (20) days of receipt of an invoice from ANAHEIM.
4.3 In the event that PRODUCER owns the real property where the Interconnection Facilities will be located or (in the event that PRODUCER is leasing or otherwise obtaining rights to locate the Facilities on real property of a third party), PRODUCER shall grant to ANAHEIM (or obtain for ANAHEIM): (a) the right to install the Interconnection Facilities and related equipment or materials on said real property along the most practical route which is of sufficient width to provide legal and safe clearance from all structures now or hereafter erected on said real property; and (b) the right of ingress and egress from said real property as reasonably necessary for ANAHEIM to inspect, operate, upgrade, maintain, or remove the Interconnection Facilities. Where form al rights of way and/or easements are required on or over said real property or the property of a third party for the installation of the Interconnection Facilities, PRODUCER agrees that ANAHEIM’s obligation to install the Interconnection Facilities is exp ressly conditioned on the PRODUCER granting to ANAHEIM or obtaining for ANAHEIM, without cost to ANAHEIM, any and all necessary rights of way and/or easements to ANAHEIM.
4.4 Interconnection Facilities provided under this Interconnection Agreement shall at all times be and remain the sole property of ANAHEIM. The Interconnection Facilities shall be owned, maintained, and operated by ANAHEIM.
4.5 PRODUCER shall make payment to ANAHEIM for all Interconnection Facilities costs, as described in Exhibit B. The direct cost for design and construction of Interconnection Facilities is to be paid by PRODUCER to ANAHEIM in accordance with ANAHEIM Rules and Regulations.
4.6 ANAHEIM shall design, procure, construct, install, and own any of the identified system upgrades beyond the Interconnection Facilities that may be required in order to connect the new Facility. The
actual cost of the system upgrades, including overheads, shall be borne by PRODUCER which shall be paid within twenty (20) days of receipt of an invoice from ANAHEIM
4.7 Upon discontinuance of the use of the Interconnection Facilities due to termination of this Interconnection Agreement or otherwise: (a) ANAHEIM shall have the right, within one hundred eighty (180) days, to remove any portion of the Interconnection Facilities located on the property where the Interconnection Facilities are installed, and (b) all cost of removal of any portion of the Interconnection Facilities will be solely borne by PRODUCER and shall pay ANAHEIM within twenty (20) days of receipt of an invoice from ANAHEIM.
4.8 In the event Facility provides any energy to ANAHEIM’s Distribution System, ANAHEIM shall not owe PRODUCER any form of compensation, including, but not limited to, any setoffs. (e) applicable building codes, and (f) the Anaheim’s Electric Rates, Rules and Regulations, and (g) Generation Interconnection Standards and Guidelines (GISG), as each may be amended from time to time.
6. DESIGN, OPERATION, AND MAINTENANCE REQUIREMENTS
6.1 Producer shall be solely responsible for all legal and financial obligations arising from the construction, installation, design, operation, maintenance, and decommissioning of the Generating Facility in accordance with all applicable laws and regulations.
6.2 Producer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authorizations and permits at Producer’s sole cost and expense.
6.3 Producer shall reimburse Anaheim for any and all losses, damages, claims, penalties, or liability Anaheim incurs as a result of Producer’s failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Generating Facility.
6.4 Prior to Producer’s commencement of construction of a Generating Facility, Producer shall submit the Generating Facility’s plans and design package for review and approval consistent with applicable design, construction and operations standards and practice s.
Such review or approval shall be in accordance with Anaheim’s Electric Rates, Rules and Regulations, as defined
below, and shall not impose or create any additional liability on or for Anaheim, and shall not relieve Producer of any responsibility or lia bility which Producer may have under this Agreement or by law.
6.5 Upon approval of Generating Facility’s plans and design package, Producer shall not relocate or modify the Generating Facility without Anaheim’s prior written consent.
6.6 The electric power produced by the Generating Facility shall be used to serve Producer’s electrical load at the Property, and shall not be sold or delivered to third parties.
6.7 In its design, construction, installation, operation, and maintenance of the Generating Facility, Producer and of Producer’s agent shall at all times conform to all applicable laws and regulations,
including, but not limited to, safety and performance standards established by (a) the National Electrical Code (NEC) as amended or supplemented, (b) the Institute o
f Electrical and Electronics Engineers (IEEE) or its successor, (c) accredited testing laboratories such as Underwriters Laboratories, (d) applicable local, state and federal law,
6.8 Producer shall operate the Generating Facility with all of Producer’s electrical protective equipment and functions in service consistent with Section 6.7 of this Agreement whenever the Generating Facility is operated in parallel with Anaheim’s Distribution System.
6.9 Producer shall maintain the Generating Facility in a safe and prudent manner and in conformance with all applicable federal, state and local laws and regulations including, but not limited to, the Anaheim’s Electric Rates, Rules and Regulations, as amended from time to time. Producer shall permit Anaheim to inspect and shall promptly provide Anaheim copies, at Producer’s expense, of Producer’s testing and maintenance records for the Generating Facility.
5. DE SIGN, OPERATION, AND MAINTENANCE REQUIREMENTS
5.1 PRODUCER shall be responsible for the design, installation, operation, and maintenance of the Facility and shall obtain and maintain any required governmental authorizations and/or permits at PRODUCER’s sole cost and expense.
5.2 The electric power produced by the Facility shall be used to serve PRODUCER’s electrical load at the Property, and shall not be sold or delivered to third parties.
5.3 In its design, construction, installation, operation, and maintenance of the Facility, PRODUCER and of PRODUCER’S agent shall at all times conform to all applicable laws and regulations including but not limited to safety and performance standards established by (a) the National Electrical Code (NEC) as amended or supplemented, (b) the Institute of Electrical and Electronics Engineers (IEEE) or its successor, (c) accredited testing laboratories such as Underwriters Laboratories, (d) applicable local, state and federal law, (e) applicable building codes, and (f) the ANAHEIM Rules and Regulation, and (g) Generation Interconnection Standards and Guidelines, as may be amended from time to time.
5.4 PRODUCER shall maintain the Facility in a safe and prudent manner and in conformance with all applicable federal, state and local laws and regulations including, but not limited to the ANAHEIM Rules and Regulations, as amended from time to time. PRODUCER shall permit ANAHEIM to inspect and shall promptly provide ANAHEIM copies, at PRODUCER’s expense, of PRODUCER’s testing and maintenance records for the Facility.
5.5 PRODUCER shall reimburse ANAHEIM for any and all losses, damages, claims, penalties, or liability it incurs as a result of PRODUCER’s failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility. In its sole discretion, ANAHEIM may immediately disconnect the Facility, with or without notice, if ANAHEIM determines that the Facility does not comply with this Section 5.
7. CONDITIONS OF FACILITY OPERATIONS
7.1 The Generating Facility’s capacity shall not exceed the Nameplate Rating set forth in Exhibit A of this Agreement, or be otherwise increased without prior written consent of Anaheim.
7.2 Producer shall maintain a power factor such that Producer’s generation will not adversely affect the voltage regulation of Anaheim’s electric system.
7.3 Metering
7.3.1 Any energy produced under this Agreement shall be measured using electrical meters and equipment owned, operated, and maintained by Anaheim.
7.4 If deemed necessary by Anaheim, Producer shall provide communication infrastructure necessary for Interconnection.
7.5 Producer shall not connect the Generating Facility, or any portion of it, to the Anaheim Distribution System, until such time that building permits have been approved by the Planning and Building Department, and any applicable Utility inspections, testing, or approvals have been completed.
7.6 Pr oducer may reconnect its Generating Facility to Anaheim’ s Distr ibution System following normal operational outages and interruptions of the Generating Facility without notifying Anaheim unless Anaheim has disconnected service or the Interconnection Facilities, or Anaheim notifies Producer that a reaso nable possibility exists that reconnection will pose a safety hazard.
6. CO NDITIONS OF FACILITY OPERATIONS
6.1 PRODUCER shall be solely responsible for all legal and financial obligations arising from the construction, installation, design, operation, maintenance, and decommissioning of the Facility in accordance with all applicable laws and regulations.
6.2 In no event shall the Facility’s capacity exceed the Nameplate Rating set forth in Exhibit A of this Interconnection Agreement, or be otherwise increased without prior written consent of ANAHEIM.
6.3 PRODUCER shall maintain a power factor within the range of 0.95 leading to 0.95 lagging at the interconnection point unless ANAHEIM has established different requirements such that PRODUCER’s generation will not adversely affect the voltage regulation of ANAHEIM’s electric system.
6.4 PRODUCER shall operate the Facility with all of PRODUCER’s electrical protective equipment and functions in service consistent with Section 5.3 of this Interconnection Agreement whenever the Facility is operated in parallel with ANAHEIM’s Distribution System.
6.5 Metering / Telemetering
6.5.1 Any and all energy produced under this Interconnection Agreement shall be measured using revenue quality electrical meters and equipment owned, operated, and maintained by ANAHEIM.
6.5.2 ANAHEIM shall furnish and install, at PRODUCER’s sole cost and expense in accordance with ANAHEIM’s Rules and Regulations, one or more standard watt-hour meters to read energy generated by the Facility. When requested, PRODUCER shall provide and install a meter socket in accordance with ANAHEIM’s metering standards. ANAHEIM, in its sole discretion, reserves the right to instal l additional metering equipment.
6.5.3 The Facility shall be metered at the location designated on Exhibit C. PRODUCER, at PRODUCER’s sole cost and expense in accordance with ANAHEIM’s Rules and Regulations, may need to provide a voice grade phone line at the meter location for ANAHEIM’s periodic meter data retrieval. If the Facility is 1 MW or greater in capacity, PRODUCER, at PRODUCER’s sole cost and expense, may need to provide a data grade phone line (or equivalent data connection acceptable to ANAHEIM) at the meter location for streaming production data to ANAHEIM’s Supervisory Control And Data Acquisition system (“SCADA”).
6.6 PRODUCER shall not connect the Facility, or any portion of it, to the ANAHEIM Distribution System, until written approval for the Facility has been given to PRODUCER by ANAHEIM. ANAHEIM shall have the right to have its representatives present at the initial testing of the Facility.
6.7 PRODUCER may reconnect its Facility to ANAHEIM’s Distribution System following normal operational outages and interruptions of the Facility without notifying ANAHEIM unless ANAHEIM has disconnected service or the Facility, or ANAHEIM notifies PRODUCER that a reasonable possibility exists that reconnection will pose a safety hazard.
6.8 If ANAHEIM has disconnected service to the Facility or the Facility, or ANAHEIM has notified PRODUCER that a reasonable possibility exists that the reconnection will pose a safety hazard, PRODUCER may call ANAHEIM at (714) 765-3300 to request authorization to reconnect the Facility.
8. ACCESS TO PREMISES
8.1 I f Producer owns the real property where the Interconnection Facilities will be located, then Producer shall grant the following to Anaheim, and if Producer is leasing or otherwise obtaining rights to locate the Interconnection Facilities on real property of a third party, then Producer shall obtain the following for Anaheim:
8.1.1 Th e right to install the Interconnection Facilities and related equipment or materials on said real property along the most practical route which is of sufficient width to provide legal and safe clearance from all structures now or hereafter erected on said real property; and
8.1.2 The right of ingress and egress from said real property as reasonably necessary for Anaheim to inspect, operate, upgrade, maintain, or remove the Interconnection Facilities.
8.2 Where formal rights of entry and/or easements are required on or over said real property or the property of a third party for the installation of the Interconnection Facilities, Producer agrees that Anaheim’s obligation to install the Intercon nection Facilities is expressly conditioned on the Producer granting to Anaheim or obtaining for Anaheim, without cost to Anaheim, any necessary rights of entry and easements to Anaheim.
8.3 Anaheim may enter the Property: (a) to read or test meters; (b) to inspect, as Anaheim deems necessary, Pro ducer’s protective d evices; and/or (c) to disconnect the Interconnection Facilities, without notice, when Anaheim determines an emergency or unsafe operating condition exists related to Producer’s Generating Facility.
7. A CCESS TO PREMISES The Parties agree that ANAHEIM may enter the Property: (a) to inspect, as ANAHEIM deems necessary, PRODUCER’s protective devices and to read or test meters; and/or (b) to disconnect the Facility, without notice, when ANAHEIM determines an emergency or unsafe operating condition exists related to PRODUCER’s generation or interconnection facilities.
9. INTERRUPTION OR REDUCTION OF PRODUCTION
9.1 Anaheim may disconnect Producer’s service, or require Producer to interrupt or reduce production of available energy from the Generating Facility, when:
9.1.1 Necessary to construct, install, maintain, repair, replace, remove, investigate, or inspect any of Anaheim’s equipment or part of its system;
9.1.2 Anaheim determines, in its sole discretion, that curtailment, interruption, or reduction is necessary because of emergencies, forced or scheduled outages, force majeure, or compliance with prudent electrical practices;
9.1.3 The Generating Facility or its operation endangers Anaheim personnel, any person, Anaheim’s Distribution System, Anaheim’ s I nterconnection Facilities, the environment, or any property; or
9.1.4 Producer fails to operate the Generating Facility in conformance with applicable municipal, state, and federal law, including, but not limited to the Anaheim Charter and Municipal Code, the Anaheim’s Electric R
ates, Rules and Regulations, and the
GISG on file with Anaheim and incorporated herein by reference (collectively, “Anaheim Rules and Regulations”).
9.2 Anaheim may disconnect service or require Producer to interrupt or reduce production for as long as any of the conditions identified in Section 9.1 exist.
9.3 Anaheim shall not be obligated to pay for or otherwise compensate Producer for any disconnection, interruption, or reduction as described in Section 9.1.
9.4 Anaheim may, in its sole discretion, provide Producer notice of the potential or actual interruption or reduction of production. Anaheim shall not be required to provide written notice to Producer when Anaheim determines an emergency or unsafe operating condition exists related to the Generating Facility or Interconnection Facilities.
9.5 I n its sole discretion, Anaheim may immediately disconnect the Generating Facility, with or without notice, if Anaheim determines that the Generating Facility is in violation of Section 6 – Design, Operation, and Maintenance Requirements.
3. I NTERRUPTION OR REDUCTION OF PRODUCTION
3.1 ANAHEIM shall not be obligated to accept or pay for and may, without any penalty to ANAHEIM, disconnect PRODUCER’s service or require PRODUCER to interrupt or reduce production of available energy from the Facility: (a) when necessary in order to construc t, install, maintain, repair, replace, remove, investigate, or inspect any of ANAHEIM’s equipment or part of its system; (b) if ANAHEIM determines in its sole discretion that curtailment, interruption, or reduction is necessary because of emergencies, forced or scheduled outages, force majeure, or compliance with prudent electrical practices; (c) when the Facility or its operation endangers ANAHEIM personnel, any person, ANAHEIM’s Distribution System, the environment, or any property; or (d) when PRODU CER fails to operate the Facility in conformance with applicable municipal, state, and federal law, including, but not limited to the ANAHEIM Charter and Municipal Code, the ANAHEIM Electric Rates, Rules and Regulations, and the Generation Interconnection Standards and Guidelines on file with ANAHEIM and incorporated herein by reference (collectively, “ANAHEIM Rules and Regulations”). ANAHEIM may disconnect service or require PRODUCER to interrupt or reduce production for as long as the conditions identifie d in (a) through (d) above exist.
3.2 ANAHEIM may, in its sole discretion, provide PRODUCER notice of the possibility or actual interruption or reduction of production. ANAHEIM shall not be required to provide written notice to PRODUCER when ANAHEIM determines an emergency or unsafe operating condition exists related to PRODUCERS’s generation or interconnection facilities.
[Draft Note: Sections 10 and 11 (previously Sections 8 and 9) are updated to reflect the City’s current requirements.]
10. I
NDEMNIFICATION
10.1 To the fullest extent permitted by law, Producer agrees to indemnify, defend (at Anaheim’s option) and hold harmless Anaheim , its officers, agents, employees, representatives, volunteers, elected and appointed officials from and against any and all third-party claims, demands, defense costs, actions, liability, or damages of any kind or nature arising out of or in connection with Producer’ s engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection, lease, or ownership of the Generating Facility , or the making of replacements, additions, betterments to, or reconstruction of the Generating Facility (collectively, “Claims”), except to the extent such Claims arise out of the sole negligence or willful misconduct of Anaheim.
10.2 The provisions of this Section 10 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy and shall survive the termination of this Agreement.
10.3 Notwithstanding any other provision of this Agreement, neither Anaheim nor its elected or appointed officials, officers, agents, or employees, shall be liable for damages of any kind or nature to the Generating Facility caused by any electrical disturbance, by whatever name called, of the Anaheim system or on the system of another, whether or not the electrical disturbance results from the negligence of Anaheim.
10.4 Each Party’s liability to the other Party for any first-party loss, cost, claim, injury, liability, or expense, including reasonable attorneys’ fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.
10.5 The obligations set forth in this Indemnification Section 10 shall be in effect without regard to whether or not Anaheim , Producer, or any other person or entity maintains or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
11. I
NSURANCE
11.1 Without limiting Anaheim ’s right to indemnification, it is agreed that Producer shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. Such insurance shall be written on a primary basis but may include a deductible or self -insured retention of not more than $10,000 per occurrence, provided that such deductible is disclosed to Anaheim , in writing, at the inception of this Agreement. The City of Anaheim shall be named as an additional insured,
as respects the acts or omissions of Producer or any person or firm acting on behalf of Producer. Producer shall be responsible for the payment or satisfaction of any applicable deductible or self-insured retention.
11.2 Prior to the commencement of work under this Agreement, Producer shall submit to Anaheim an insurance certificate evidencing the insurance required in Section 11.1.
11.3 Anaheim’s Risk Manager is hereby authorized to modify the requirements set forth in Sections 10 and 11 in the event Anaheim’s Risk Manager determines that such Producer- generated modification is in Anaheim’s best interest.
[
Draft Note: General contract provisions previously in Sections 10-13 and 15-17 are replaced with updated provisions in Sections 12-27.
Prior Section 14 – Term and Termination is now addressed in Section 3.]
12. P
ROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Producer has no right to assign, transfer, delegate, or otherwise encumber (together “ Assignment”) any rights, obligations, duties, interests, or privileges in or arising out of this Agreement, including as a result of a merger, acquisition, consolidation, or other form of corporate assimilation, without the prior written consent of Anaheim. Any such purported Assignment without Anaheim’s prior consent shall be void as to Anaheim. If Anaheim approves an Assignment, this Agreement and the covenants and condi tions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of Producer.
13. NO
TICES
13.1 Any notice or demand to be made under this Agreement shall be in writing and shall be deemed effective when: (1) delivered personally, upon receipt or refusal of receipt by the receiving Party; (2) sent by registered or certified mail, return receipt reque sted, postage prepaid, on the date shown on the return receipt or the date of refusal of receipt; or (3) sent by recognized overnight courier service, delivery fees prepaid, the business day following deposit with the courier. Notices shall be addressed to the Parties at the following addresses:
If to Anaheim: Anaheim City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
With copies to: Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd., Suite 1101
Anaheim, CA 92805
If to Producer: [PROVIDER ENTITY NAME]
[ADDRESS]
[CITY, STATE, ZIP]
13.2 Each Party may change its address for notice by providing written notice to the other in accordance with this Section.
13.3 Producer’s notices to Anaheim pursuant to this Section shall refer to the Permit Number and, if the Producer is an Electric Utility customer, the Producer’s Customer Account Number.
13.4 4 In the event of an emergency, Producer shall immediately notify Anaheim at its Public Utilities Department Phone No. (714) 765-3300 of any emergency situation related to the Generating Facility.
13.5 Notice to Producer of an emergency situation which affects operation of the Generating Facility shall be to:
Name: _____________________________
Phone: _______________________.
14. CO
MPLIANCE WITH ALL LAWS
Producer shall at its own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county, or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Producer shall conform to applicable local, county, state, and federal laws, rules, regulations, and permit requirements and be subject to approval of the Project Administrator.
15. W
AIVER
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any waiver of a breach or default be deemed a waiver of any subsequent or concurrent breach or default. Any waiver must be in writing and signed by the waiving Party.
16. I
NTEGRATED CONTRACT
This Agreement and its Exhibits contain the entire agreement between the Parties with respect to the matters covered hereby. Any agreement, statement, or promise made by either Anaheim or Producer, and that is not contained in this Agreement, shall not be valid or binding. No prior agreement, understanding, or representation pertaining to any the matters covered hereby shall be effective for any purpose.
17. CO
NFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and its Exhibits or any other attachments hereto, if any, the terms of this Agreement shall govern.
18. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
19. AM
ENDMENTS
19.1 Changes to existing exhibits require a document executed by both Parties with a copy to the City Clerk’s Office and Anaheim Public Utilities’ Records Division. The document is not required to take the form of a formal amendment, and, by way of example and not limitation, can be accomplished by letter agreement.
19.2 This Agreement may be modified or amended only by a written document executed by both Parties and approved as to form by the Anaheim City Attorney’s Office.
19.3 On behalf of Anaheim, t he General Manager or designee is authorized to execute amendments, modifications, or changes pursuant to this Section, authority granted by the City Council, or Electric Rule 22.
19.4 Whenever this Agreement specifically refers to any law, code, regulation, tariff, rule, standard, or guideline, the Parties hereby agree that the reference also refers to their successors and includes any amendments thereto.
20. S
EVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
21. RE
MEDIES CUMULATIVE
The remedies given to Anaheim and Producer herein shall be cumulative and are given without impairing any other rights given Anaheim or Producer by statute or law now existing or hereafter enacted, and the exercise of any one remedy by Anaheim or Producer shall not exclude the exercise of any other remedy.
22. NO
THIRD-PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation, or undertaking established herein.
23. CO
NTROLLING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. Any legal action or proceeding arising under or related to
this Agreement shall be brought exclusively in a court located in Orange County, California. The Parties irrevocably consent to the jurisdiction of such court and waive any objection to venue or forum based on inconvenience or any other grounds.
24. DI
SCRIMINATION
Producer agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin, or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that Producer offer accommodations or services to the public, such accommodations or services shall be offered by Producer to the public on fair and reasonable terms.
25. S
IGNATURE & DATE AUTHORITY
25.1 Each Party and each Party’s signatory represents and warrants that each is duly authorized to execute and deliver this Agreement on behalf of such Party and that this Agreement is binding upon such Party in accordance with its terms. Upon Anaheim’s request, Producer shall deliver a certified copy of its governing board’s resolution or certificate authorizing or evidencing such execution.
25.2 If Producer fails to identify the date of Producer’s signature, then Producer hereby authorizes Anaheim to insert Anaheim’s execution date as Producer’s execution date.
26. H
EADINGS
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
27. CO
UNTERPARTS AND ELECTRONIC SIGNATURE
This Agreement may be executed in counterparts, each deemed an original and together constituting one instrument. Digital signatures obtained through Docusign shall be considered valid and binding as though signed in ink.
[
Signatures Follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATED: ____________________
[ENTITY NAME], a [STATE ENTITY TYPE]
By:
NAME
TITLE
DATED: ____________________
CITY OF ANAHEIM, a municipal corporation
By:
[NAME]
Public Utilities General Manager
DATED: ____________________
ATTEST
By:
[NAME]
City Clerk
APPROVED AS TO FORM:
ANAHEIM CITY ATTORNEY’S OFFICE
B
y:
[NAME]
Deputy City Attorney
A
ttachments (to be determined by the Utility):
Exhibit A – Description and Location of Generating Facility Exhibit B – Description and Cost of Interconnection Facilities Exhibit C – Interconnection One-Line Diagram
Exhibit D – Site Layout