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Resolution No. 09951 1 RESOLUTION NO. 9951 2 3 'A RESOLUTION. OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A 4 CAISO NON-DISCLOSURE AND USE OF INFORMATION- 5 AGREEMENT FOR CONGESTION REVENUE RIGHTS FULL NETWORK MODEL BY AND BETWEEN THE CITY OF VERNON AND 6 THE CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION 7 g WHEREAS, the City of Vernon ("City") is a chartered.. 9 municipal corporation of the State of California that owns and 10 operates a system for the gene~`ation, purchase, transmission, 11 distr~.bution and sale of electric capacity and energy; and 12 WHEREAS, the City is a participating Transmission Owner with 13 the California Independent System Operator Corporation ("CAISO");.and 14 WHEREAS, the City seeks to obtain certain confidential. or 15 proprietary information from the CAISO pertinent to the Congestion 16 Revenue Rights-Full Network Model ("CRR FNM"); and 17 `WHEREAS, in order. to review and use the confidential 18 information disclosed by-the CAISO, solely in connection with the 19 City's review and analysis of the CAISO's CRR Markets, and to preserve 20 and protect its rights, the City and the CAISO desire to enter into a 21 confidentially agreement that preserves. the confidentially and 22 protected status of the documents, materials, and information to be , 23 .exchanged, retained and used; and. 24 WHEREAS, the City Council of the City of Vernon has 25 determined that, pursuant to the provisions of subsection (a) of 26 Section 2_.27 of the Vernon City Code,- it is in the public interest and 27 necessity to enter. into an agreement with CAISO; and 28 / / / 1 .NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 2 CITY OF VERNON AS FOLLOWS: 3 SECTION 1: The City Council of the City of Vernon hereby 4" .finds-and determines that the recitals contained hereinabove are true 5 and correct. 6 SECTION 2: The City Council of the City. of Vernon hereby 7 approves the CALSO Non-Disclosure and Use of Information Agreement for 8 CRR FNM with CAISO, in substantially the same form as the copy which 9 is attached hereto as Exhibit A and incorporated by reference. 10 SECTION 3: The City Council of the City of Vernon hereby 11 authorizes the Director of Light and Power to execute said Agreement 12 for, and on behalf of, the City of Vernon and the City Clerk,. or 13 Deputy City Clerk, is hereby authorized to attest thereto. 14 SECTION 4: The City Council of the City if Vernon hereby 15 authorizes the City Administrator, or his designee, to make whatever 16 nonsubstantive, administrative and/or text changes, upon advice of 17 counsel, to the Agreement. 18 SECTION 5: The-City Council of the City of Vernon hereby 19 directs the City Clerk, or her designee, to send a fully executed 20 Agreement to: 21 California Independent System Operator Corporation 22 Attn. Debi Le Vine 23 151 Blue Ravine Road Folsozri, CA 95630 24 25 / / / ' 26 / / / 27 / / / 28 / / ' - 2 - 1 SECTION 6: The City Clerk of the City of Vernon-shall 2 certify to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this_11th day of May, 2009. 5 7 Name: Hilario Gonzales 8 Title: Mayor/ - 9 .ATTEST: 10 ` MANUELA GIRO C'ty Clerk 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ~ - 27 28 - 3 _ i 1 STATE OF CALIFORNIA ) ' ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk ofthe City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9951, was 6 duly adopted by the City Council of the City of Vernon at regular 7 meeting of the City Council duly held on Monday.; May 11, 2009; and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 11 MANUELA GIRON, ity.Clerk. ' 12 13 (SEAL;) - . 14 15 16 17 18 19 ' 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A s; CAISO NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT FOR CRR FNM This Non-Disclosure and Use of Information Agreement for CRR FNM ("Agreement") is made and entered into as of this day of ' 2009, by and between the California Independent System Operator Corporation ("CAISO") andr~.~~ ("Receiving Part'). WHEREAS, pursuant to CAISO Tariff Confidential Information in strict confidence and Section 6.5.1.4, the Receiving Party seeks to shall not disclose such information or otherwise obtain certain confidential or proprietary information make it available, in any form or manner, to any from the CAISO pertinent to the Congestion other person or entity (a "third party") other than its Revenue Rights Full Network Model ("CRR FNM") employees and retained consultants who have prepared by the CAISO; and executed Exhibit A to the Receiving Party's Agreement, without the prior written consent of the WHEREAS, the CAISO is willing to provide CAISO. The Receiving Party will cause each of its the CRR FNM to the Receiving Party under employees and consultants who will have access suitable contractual limits and protection to the Confidential Information to acknowledge that concerning the disclosure and use of confidential they have read this Agreement and agree to abide or proprietary information. by all of its terms regarding use and disclosure of the Confidential Information by execution of Exhibit NOW, THEREFORE, in consideration of A. It is the ongoing responsibility of the Receiving the mutual covenants in this Agreement, the Party to ensure that (i) each Exhibit A is accurate, CAISO and the Receiving Party agree as follows:. (ii) each Exhibit A permits access only to a current employee or consultant of the Receiving .Party, and 1. ,Purpose, Scope and Definition. The (iii) each new Exhibit A and any notice of purpose of this Agreement is topermit the cancellation of an Exhibit A is immediately Receiving Party.to review and use the Confidential submitted to the CAISO. The Receiving Party shall Information disclosed by the CAISO, solely in immediately report to the CAISO any unauthorized connection with the Receiving Party's review and access to the CRR FNM or other breach of this analysis of the CAISO's .CRR Markets. However, Agreement. the Receiving Party may use the Confidential Information and related studies in pleadings before 3. Use of Confidential Information. the Federal Energy Regulatory Commission, provided the Receiving Party requests confidential (a) The Receiving Party shall use the treatment of all information subject to this Confidential Information received hereunder only Agreement. Confidential Information under this for the purposes identified herein. Any other use Agreement consists of (i) the CAISO's CRR FNM shall be only with the prior written consent of the in power flow format PTI PSS/E Version 26, certain CAISO. related data, and any updates or revisions to the CRR FNM that the CAISO may make available (b) It is understood and agreed by the under this Agreement, (ii) all written materials Receiving Party that the Confidential Information marked "Confidential", "Proprietary' or with words constitutes confidential and/or proprietary of similar import provided to the Receiving Party, information of the CAISO. The Receiving Party shall and.(iii) all observations of equipment (including maintain the Confidential Information in strict computer screens) and oral disclosures related to confidence and shall not disclose, duplicate, or the CAISO's systems, operations and activities that otherwise reproduce the Confidential Information, are indicated as such at the time of observation or directly or indirectly, in whole or part. Further, the disclosure, respectively (collectively, "Confidential Receiving Party understands that California Public Information"). The Confidential Information Utilities Code Section 352.7 may apply to the terms includes portions of documents, records and other of this Agreement. material forms or representations which the Receiving Party may create, including but not 4. Exceptions to Non-Disclosure: limited to handwritten notes or summaries, that Notwithstanding Paragraph 2 above, a party to this contain or are derived from such Confidential Agreement shall not have breached any obligation Information. under this Agreement if the Confidential Information is disclosed to a third party when the 2. Non-Disclosure. Subject to Paragraph 4 Confidential Information: below, the Receiving Part shall keep the (a) was in the public domain at the 6. Term. This Agreement shall remain in time of such disclosure or is subsequently made effect unless and until the CAISO provides ten (10) available to the public consistent with the terms of days prior written notice to the Receiving Party. this Agreement; or Termination shall not extinguish any claim, liability or cause of action under this Agreement existing at (b) had been received by the the time of termination. Receiving Party at the time of disclosure through other means without restriction on its use, or had 7. Provisions Surviving Termination. The been independently developed by the Receiving provisions of Paragraphs 2, 3, 4, and 5 shall Party as shown through documentation; or survive the termination of this Agreement for a period of ten (10) years. The provisions of (c) is subsequently disclosed to the Paragraph 8 shall continue after termination until Receiving Party by a third .party without restriction satisfied: on use and without breach of any agreement or -legal duty; or 8. Return or Destruction of Confidential Information. Upon termination of this Agreement, (d) subject to the provisions of all Confidential Information in the possession or Paragraph 5, is used or disclosed pursuant to control of the Receiving Party, including its statutory duty or an order, subpoena or other lawful employees, shall be returned to the CAISO, process issued by a court or other governmental including all copies of such information in any form authority of competent jurisdiction. whatsoever, unless otherwise instructed in writing by the CAISO. In lieu of return, the Receiving Party 5. Notice of Pending Third Party Disclosure. may certify to the CAISO in writing that all such information, in any form whatsoever, has been (a) In the event that a court or other destroyed. governmental authority of competent jurisdiction issues an order, subpoena or other lawful process g. Notices. requiring the disclosure of the Confidential Information, the Receiving Party shall notify the (a) Representatives and Addresses. CAISO immediately upon receipt thereof to All notices, requests, demands, and other facilitate the CAISO's efforts to prevent such communications required or permitted under this disclosure, or otherwise preserve the confidentiality Agreement shall be in writing, unless otherwise of the Confidential Information. agreed by the parties, and shall be delivered in person or sent by certified mail; postage prepaid, (b). In the event that the Receiving by overnight delivery, by electronic mail or Party is a federal, state, or local governmental electronic facsimile transmission with an original entity and/or is subject to public records law or sent immediately thereafter by postage prepaid regulation, including but not limited to the federal mail, and properly addressed as follows: Freedom of Information Act, U.S. Code Title 5, Section 552, or the California Public Records Act, Receiving Party: California Governmental Code Sections 6250, et seq., the Receiving Party shall (i) notify the CAISO Donal O' Callaghan immediately upon receipt of a request for public City of Vernon records that include all or part of the Confidential 4 30 5 Santa Fe Ave . Information; and (ii) treat the requested Vernon , Ca.. 9005.8 Confidential Information as exempt from p , (3 2 3) 5 8 3 - 8 811 disclosure. F. (3 2 3) 8 2 6 -14 31 (c) The Receiving Party shall not be in violation of this Agreement if it complies with an order of a court or governmental authority, or a public records law or regulation, requiring disclosure of the Confidential Information, after the CAISO either has unsuccessfully sought to CAISO: Debi Le Vine maintain the confidentiality of such information as California Independent System Operator provided herein, or has notified the Receiving Party Corporation in writing that it will take no action to maintain such 151 Blue Ravine Road confidentiality. Folsom, CA 95630 Telephone: (916) 351-2144 Facsimile: (916) 351-2267 2 Confidential Information, even for the purpose and stated in Paragraph 1. 12. Injunctive Relief. The Receiving Party Alice Reynolds agrees that, in addition to whatever other remedies California Independent System Operator may be available to the CAISO under applicable Corporation law, the CAISO shall be entitled to obtain injunctive 151 Blue Ravine Road relief with respect to any actual or threatened Folsom, CA 95630 violation of this Agreement by the Receiving Party Telephone: (916) 608-7024 or any third party. The Receiving Party agrees-that Facsimile: (916) 608-7296 it shall bear all-costs and expenses, including reasonable attorneys' fees, that may be incurred by the CAISO in enforcing the provisions of this paragraph, only if the CAISO prevails in the (b) Changed Representatives and litigation. Addresses. A party hereto may from time to time change its representative or address for the 13. Receiving Party. The Receiving Party purpose of notices to that party by a similar notice agrees to comply in all respects with any specifying a new representative or address, but no governmental laws, orders or other restrictions such change shall be deemed to have been given which may be imposed from time to time by the until such notice is actually received by the party government of the United States ("Export Laws') to being so notified. assure that neither the Confidential Information nor any direct product thereof are (i) exported, directly (c) Effective Date of Notices. All or indirectly, in violation of the Export Laws, or (ii) notices and other communications required or are intended to be used for any purposes permitted under this Agreement that are addressed prohibited by the. Export Laws, including without as provided in this Paragraph 9 shall be effective limitation, nuclear, chemical or biological weapons upon delivery if delivered personally, by overnight proliferation. The Receiving Party certifies that it delivery, by electronic mail, or by facsimile will not transferor export any product, process or transmission; if delivered by mail, such notices service that is a direct product of the Confidential shall be effective three (3) days following deposit in Information. the United States mail, postage prepaid. 14. Governing Law. This Agreement is made 10. Complete Agreement; No Other Rights. in the State of California and shall be governed by and interpreted in accordance with its laws. (a) This Agreement contains the complete and exclusive agreement of the parties with 15. Assignment. This Agreement shall be respect to the subject matter thereof, and binding upon the parties, their successors, and supersedes all discussions, negotiations, assigns. The Receiving Party shall not assign this representations, warranties, commitments, offers, Agreement without the CAISO's prior written contracts, and writings prior to the date of this consent. Agreement, with respect to its subject matter. No change to this Agreement shall be effective unless 16. Construction of Agreement. Ambiguities or agreed to in writing by the parties hereto. Any uncertainties in the wording of this Agreement shall conflict between the language of this Agreement not be construed for or against any party, but shall and any mark,. stamp, annotation or other language be construed in the manner that most accurately identifying something received hereunder as reflects the parties' intent as of the date they Confidential Information shall be resolved in favor executed this Agreement. of this Agreement. 17. Signature Authority. Each person signing (b) This Agreement is not intended to below warrants that he or she has been duly create any -right in or obligation of any party or third authorized by the party for whom he or she signs to party other than those expressly stated herein. execute this Agreement on behalf of that party. 11. No Warranties or Representations. Any Confidential Information disclosed by the CAISO under this Agreement carries no warranty or representation of any kind, either express or .implied. The Receiving Party shall not be entitled to rely on the accuracy, completeness or quality of the 3 ' 18. Counterparts. This Agreement may be executed in two or more- counterparts, all of which shall be considered one and the same Agreement. IN WITNESS WHEREbF, the parties have executed this Agreement as of the date set forth above. CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION By: Name: Jim Detmers Title: Vice President of Operations Date: RECEIVING PARTY: City of Vernon By: .Name: Donal O'Callaghan Title: Director of Light & Power Date: ATTEST: MANUELA GIRON, City Clerk 4 Exhibit A INDIVIDUAL AGREEMENT TO BE BOUND BYNON-DISCLOSURE AND USE OF INFORMATION AGREEMENT The undersigned,Donal 0' Callciha~rint ortype name), employed by C'. i t~ of Vernnn ,hereby acknowledges that he or she has received a copy of the Non-Disclosure-and Use of Information Agreement for CRR FNM dated Between the California Independent System Operator Corporation and the Receiving Party designated therein ("Agreement"). The undersigned hereby acknowledges that the undersigned has read the Agreement and understands the importance of maintaining the confidentiality of Confidential Information (as defined in the Agreement), the provisions of the Agreement relating to such confidentiality, and the limitations on the use of Confidential Information. In considerationthereof, the undersigned agrees to be-bound by all of the provisions of the Agreement. Dated: 1 C ) t t f -~1. qf. ~J t EC5'-1N_ i . 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 May 12, 2009 California Independent System Operator Corp. Attn: Debi Le Vine 151 Blue Ravine Road Folsom, CA 95630 Re: Non-Disclosure and Use of Information Agreement for CRR FNM Dear Ms. Le Vine: Transmitted herewith are two partially executed agreements, as. referenced above, approved by City Council May 11, 2009, through Resolution No. 9951. Upon complete execution, please return one fully executed original agreement to the undersigned. If you have any questions regarding this matter,. please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. Very truly yours, Nelly G'r City Clerk NG:dj c: Donal O'Callaghan Resolution No. 9951 Agreement File No. 09-075 Ea~cCusiveCy IndustriaC CAISO NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT FOR CRR FNM This Non-Disclosure and Use of In ormation Agreement for CRR FNM ("Agreement") is made and entered into as of this~~day of , 2009, by and between the California Independent System Operator Corporation ("CAISO") and ~ ("Receiving Party'). WHEREAS, pursuant to CAISO Tariff Confidential Information in strict confidence and Section 6.5.1.4, the Receiving Party seeks to shall not disclose such information or otherwise obtain certain confidential or proprietary information make it available, in any form or manner, to any from the CA1S0 pertinent to the Congestion other person or entity (a "third party') other than its Revenue Rights Full Network Model ("CRR FNM") employees and retained consultants who have prepared by the CAISO; and executed Exhibit A to the Receiving Party's Agreement, without the prior written consent of the WHEREAS, the CAISO is willing to provide CAISO. The Receiving Party will cause each of its the CRR FNM to the Receiving Party under employees and consultants who will have access suitable contractual limits and protection to the Confidential Information to acknowledge that concerning the disclosure and- use of confidential they have read this Agreement and agree to abide or proprietary information. by all of its terms regarding use and disclosure of the Confidential Information by execution of Exhibit NOW, THEREFORE, in consideration of A. It is-the ongoing responsibility of the Receiving the mutual covenants in this Agreement, the Party to ensure that (i) each Exhibit A is accurate, CAISO and the Receiving Party agree as follows: (ii) each Exhibit A permits access only to a current employee or consultant of the Receiving Party, and 1. Purpose, Scope and Definition. The (iii) each new Exhibit A and any notice of purpose of this Agreement is to permit the cancellation. of an Exhibit A is immediately Receiving Party to review and use the Confidential submitted to-the CAISO. The Receiving Party shall Information disclosed by the CAISO, solely in immediately report to the CAISO any unauthorized connection with the Receiving Party's review and access to the CRR FNM or other breach of this analysis of the CAISO's .CRR Markets. However, Agreement. the Receiving Party may use the Confidential Information and related studies in pleadings before 3. Use of Confidential Information. the Federal Energy Regulatory Commission, provided the Receiving Party requests confidential (a) The Receiving Party shall use the treatment of all information subject to this Confidential Information received hereunder only Agreement. Confidential Information underthis for the purposes identified herein: Any other use Agreement consists of (i) the CAISO's CRR FNM shall be only with the prior written consent of the in power flow format PTI PSSlE Version 26, certain CAISO. related data, and any updates or revisions to the CRR FNM that the CAISO may make available (b) It is understood and agreed by the under this Agreement, (ii) all written materials Receiving Party that.the Confidential Information marked "Confidential", "Proprietary" or with words constitutes confidential and/or proprietary of similar import provided to the Receiving Party, information of the CAISO. The Receiving Party shall and (iii) all observations of equipment (including maintain the Confidential Information in strict computer screens) and oral disclosures related to confidence and shall not disclose, duplicate, or the CAISO's systems, operations and activities that otherwise reproduce the Confidential Information, are indicated as such at the time of observation or directly or indirectly, in whole or part. Further, the disclosure, respectively (collectively, "Confidential Receiving Party understands that California Public Information"). The Confidential Information Utilities Code Section 352.7 may apply to the terms includes portions of documents, records and other of this Agreement. material forms or representations which the Receiving Party may create, including but not 4. Exceptions to~Non-Disclosure. limited to handwritten notes or summaries, that Notwithstanding Paragraph 2 above, a party to this contain or are derived from such Confidential Agreement shall not. have breached ariy obligation Information. under this Agreement if the Confidential Information is disclosed to a third party when the 2. Non-Disclosure. Subject to Paragraph 4 Confidential Information: below, the Receiving Party shall keep the (a) was in the public domain at the 6. Term. This Agreement shall remain in time of such disclosure or is subsequently made effect unless and until the CAISO provides ten (10) available to the public consistent with the terms of days prior written notice to the Receiving Party. this Agreement; or Termination shall not extinguish any claim, liability or cause of action under this Agreement existing at (b) had been received by the the time of termination. Receiving Party at the time of disclosure through other means without restriction on its use, or had 7. Provisions Surviving Termination. The been independently developed by the Receiving provisions of Paragraphs 2, 3, 4, and 5 shall Party as shown through documentation; or survive the termination of this Agreement for a period of ten (10) years. The provisions of (c) is subsequently disclosed to the Paragraph 8 shall continue-after termination. until Receiving Party by a third party without restriction satisfied. on use and without breach of any agreement or legal duty; or 8. Return or Destruction of Confidential Information. Upon termination of this Agreement, (d) subject to the provisions of all Confidential Information in the possession or Paragraph 5, is used or disclosed pursuant to control of the Receiving Party, including its statutory duty or an order, subpoena or other lawful employees, shall be returned to the CAISO, process issued by a court or other governmental including all copies of such information in any form authority of competent jurisdiction. whatsoever, unless otherwise instructed in writing by the CAISO. In lieu of return, the Receiving Party 5. Notice of Pending Third Party Disclosure. may certify to the CAISO in writing that all such ' information, in any form whatsoever, has been (a) In the event that a court or other destroyed. governmental authority of competent jurisdiction issues an order, subpoena or other lawful process g, Notices. requiring the disclosure of the Confidential Information, the Receiving Party shall notify the (a) Representatives and Addresses. CAISO immediately upon receipt thereof to All notices, requests, demands, and other #acilitate the CAISO's efforts to prevent such communications required or permitted under this disclosure, or otherwise preserve the confidentiality Agreement shall be in writing, unless otherwise of the Confidential Information. agreed by the parties, and shall be delivered in person or sent by certified mail; postage prepaid, (b) In the event that the Receiving by overnight delivery, by electronic mail or Party is a federal, state, or local governmental electronic facsimile transmission with an original entity and/or is subject to public records law or sent immediately thereafter by postage prepaid regulation, including but not limited to the federal mail, and properly addressed as follows: Freedom of Information Act, U.S. Code-Title 5, Section 552, or the California Public Records Act, Receiving Party: California Governmental Code Sections 6250, et seq., the Receiving Party shall (i) notify the CAISO Donal O'Callaghan immediately upon receipt of a request for public. City of Vernon records that include all or part of the ,Confidential 4 3 0 5 Santa Fe Ave . Information; and (ii)treatthe requested Vernon, Ca. 90058 Confidential Information as exempt from p , (3 2 3) 5 8 3 - 8 811 disclosure. F. (3 2 3) 8 2 6 -14 31 (c) The Receiving Party shall not be in violation of this Agreement if it complies with an order of a court or governmental authority, or a public records law or regulation, requiring disclosure of the Confidential Information, after the CAISO either has unsuccessfully sought to CAISO: Debi Le Vine maintain the confidentiality of such information as California Independent System Operator provided herein, or has notified'the Receiving Party Corporation in writing that it will take no action to maintain such 151 Blue Ravine Road confidentiality. Folsom, CA 95630 Telephone: (916) 351-2144 Facsimile: (916) 351-2267 2 Confidential-Information, even forthe purpose and stated in Paragraph 1. 12. Iniunctive Relief. The Receiving Party Alice Reynolds agrees that, in addition to whatever other remedies California Independent System Operator may be available to the CAISO under applicable Corporation law, the CAISO shall be entitled to obtain injunctive 151 Blue Ravine Road relief with respect to any actual or threatened Folsom, CA 95630 violation of this Agreement by the Receiving Party Telephone:. (916) 608-7024 or any third party. The Receiving Party agrees-that Facsimile: (916) 608-7296 it shall bear all costs and expenses, including reasonable attorneys' fees, that may be incurred by the CAISO in enforcing the provisions of this paragraph, only if the CAISO prevails in the (b) Changed Representatives and litigation. Addresses. A party hereto may from time to time change its representative or address for the 13. Receiving PartLr. The Receiving Party purpose of notices to that party by a similar notice agrees to comply in all respects with any specifying a new representative or address, but no ..governmental laws, orders or other restrictions such change shall be deemed to have been given which may be imposed from time to time by the until such riotice is actually received by the party government of the United States ("Export Laws") to being so notified. assure that neither the. Confidential Information nor any direct product thereof are (i) exported, directly (c) Effective Date of Notices. All or indirectly, in violation of the Export Laws, or (ii) notices and other communications required or are intended to be used for any purposes permitted under this Agreement that are addressed prohibited by the Export Laws, including without as provided in.this Paragraph 9 shall be effective limitation, nuclear, chemical or biological weapons upon delivery if delivered personally, by overnight proliferation. The Receiving Party certifies that it delivery,. by electronic mail, or by facsimile will not transfer or export any product, process or transmission; if delivered by mail, such notices service that is a direct product of the Confidential -shall be effective three (3) days following deposit in Information.. the United States mail, postage prepaid. 14. Governing Law. This Agreement is made 10. Complete Aareement; No Other Rights. in the State of California and shall be governed by and interpreted in accordance with its laws. (a) This Agreement contains the complete and exclusive agreement of the parties with 15. Assignment. This Agreement shall be respect to the subject matter thereof, and binding upon the parties, their successors, and supersedes all discussions, negotiations, assigns. The Receiving Party shall not assign this representations, warranties, commitments, offers, Agreement without the CAISO's prior written contracts, and writings prior to the date of this consent. Agreement, with respect to its subject matter. No change to this Agreement shall be effective unless 16. Construction of Agreement. Ambiguities or agreed to in writing by the parties hereto. Any uncertainties in the wording of this Agreement shall conflict between the language of this Agreement not be construed for or against any party, but shall and any mark, stamp, annotation or other language be construed in the manner that most accurately identifying something received hereunder as reflects the parties' intent as of the date they Confidential Information shall be resolved in favor executed this Agreement. of this Agreement. 17. Signature Authority. Each .person signing (b) This Agreement is not intended to below warrants that he or she has been duly create any right in or obligation of any party or third .authorized by the party for whom he or she signs to party other than those expressly stated herein. execute this Agreement on behalf of that party. 11. No Warranties or Represeritations. Any Confidential Information disclosed by the CAISO - under this Agreement carries no warranty or representation of any kind, either express or implied. The Receiving Party shall not be entitled to rely on the accuracy, completeness or quality of the 3 18. Counterparts. 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 have executed this Agreement as of the date set forth above. CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION By: Name: Jim Detmers Title: Vice President of Operations Date: RECEIVING PARTY: City of Vernon B ~Q- Y Name: Donal O'Callagha Title: Director of Light & Power Date: m,~,~ ~ ai aoa~``l A TEST: MANUELA GIRON, Ci y Clerk 4 EXHIBIT A Exhibit A INDIVIDUAL AGREEMENT TO BE BOUND BY NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT The undersigned,Donal O' Callaha~rint or type name), employed by c; t~ of Vp rn~n ,hereby acknowledges that he r she has received a copy of the Non-Disclosure and. Use of Information Agreement for CRR FNM dated ~ ' _ ~ ~ etween the California Independent System Operator Corporation and the. Receiving Party designated therein ("Agreement"). The undersigned hereby acknowledges that the undersigned has read the Agreement and understands the importance of maintaining the confidentiality of Confidential Information (as defined in the Agreement), the provisions of the Agreement relating to such confidentiality, and the limitations on the use of Confidential Information. 1n consideration thereof, the undersigned agrees to be bound by all of the provisions of the Agreement. Dated: C1'1'?~ Y I ~ ~ o~ n o~ vv ~ 6 ~ ~1~ y ~ ~~o a~~/. ~ ~ ~ ~ ~ r~ -rs s`°£`Y ~lPP~O'It~a R{Ay 11 '09 CITY COUNCIL ~~~®~T LIGf°IT~ 8~ P®VVER MAY 4 7 2009 CITY CLERK DISTRIEUTI~i CLERK`S OFFICE e DATE: May 6, 200J TO: Mayor and City Council FROM: Donal O'Callaghan, Director of Utilities & Government Infrastructure F2E: SUMMARY OF CAISO NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT PURPOSE This agreement permits the City of Vernon to review and use certain confidential information front the California Independent System Operator (CAISO) pertinent to the Congestion Revenue Rights Full Network Model ("CRR FNM") prepared by the CAISO. '~y signing, the City of Vernon will cause edch of its employees and consultants who will have access to the CRR FNM to acknowledge that they have read the Agreement and agree to abide by all of its terms regarding use and disclosure of Confidential Information. Recommendation: It is recommended that the City Council approve the attached CAISO Non-Disclosure and use of Information Agreement for CRR FNM. DO:AA:eo Attachments c: Document Control ~ INTEROFFICE A,,~~, ~ MEMORANDUM ~~a1 '~t~, ~~po': 1z:- UTILITIES & GOVERNMENT INFRASTRUCTURE DEPARTMENT DATE: May 7, 2009 TO: Eric Fresch City Administrator FROM: Donal O'Callaghan Director of Utilities & Government Infrastructure SUBJECT: CAISO NON-DISCLOSURE AND USE OF INFORMTION AGREEMENT FOR CRR FNM Attached for your information is the California Independent System Operator Corporation (CAISO) Non-Disclosure and Use of Information Agreement for CRR FNM. This agreement permits the City of Vernon to review and use certain confidential information from, the CAISO pertinent to the Congestion Revenue Rights Full Network Model (CRR FNM) prepared by the CAISO. It is recommended that the City approve the attached CAISO Non-Disclosure and use of information Agreement for CRR FNM. DOC: rmt Attachments c: Nelly Giron, original Judy Lehr Abraham Alemu Efrain Sandoval Document Control CAISO NON-DISCLOSURE AND-USE OF INFORMATION "AGREEMENT FOR CRR FNM This Non-Disclosure and Use of Information Agreement for CRR FNM ("Agreement") is made and entered into as of this day of , 2009, by and between the California Independent System Operator Corporation ("CAISO") and City of Vernon ("Receiving Part'). WHEREAS, pursuant to CAISO Tariff- Confidential Information in strict confidence and Section 6.5.1.4, the Receiving Party seeks to shall- not disclose such information or otherwise obtain certain confidential or proprietary information make it available, in any form or manner, to any from the CAISO pertinent to the Congestion other person or entity (a "third part') other than its Revenue Rights Full Network Model ("CRR FNM") employees and retained consultants who have prepared. by the CAISO; and executed Exhibit A to the Receiving Party's Agreement, without the prior written consent of the WHEREAS, the CAISO is willing to provide CAISO. The Receiving Party will cause each of its the CRR FNM to the Receiving Party under employees and consultants who will have access suitable contractual limits and protection ~ to the Confidential Information to acknowledge that concerning the disclosure and use of confidential they. have read this Agreement and agree to abide or proprietary information. by all of its terms regarding use and disclosure of - the Confidential Information by execution of Exhibit NOW, THEREFORE, in consideration of A. It is the ongoing responsibility of the Receiving the mutual covenants in this Agreement, the Party to ensure that (i) each Exhibit A is accurate, CAISO and the Receiving Party agree as follows: (ii) each Exhibit A permits access only to a current employee or consultant of the Receiving Party, and 1. Purpose, Scope and Definition. The (iii). each new Exhibit A and any notice of purpose of this Agreement is to permit the cancellation of an Exhibit A is immediately Receiving Party to review and use the Confidential. submitted to the CAISO. The Receiving Party shall Information disclosed by the CAI$O, solely in immediately report to the CAISO any unauthorized connection with the Receiving .Party's review and access to the CRR FNM or other breach of this analysis of the CAISO's CRR Markets. However, Agreement. the Receiving Party may use the Confidential Information and related studies in pleadings before 3. Use of Confidential Information. the Federal Energy Regulatory Commission, provided the Receiving Party requests confidential (a) The Receiving Party shall use the treatment of all information subject to this Confidential Information received hereunder only Agreement. Confidential Information under this for the purposes identified herein. Any other use Agreement consists of (i) the CAISO's CRR FNM shall be only with the prior written consent of the in power flow format PTI PSS/E Version 26, certain CAISO. related data, and any updates or revisions to the CRR FNM that the CAISO may make .available (b) It is understood and agreed by the under this Agreement, (ii) all written materials Receiving Party that the Confidential Information marked "Confidential", "Proprietary' or with words constitutes confidential and/or proprietary of similar import provided to the Receiving Party, information of the CAISO. The Receiving Party shall and (iii) all observations of equipment (including maintain the Confidential Information in strict computer screens) and oral disclosures related to confidence and shall not disclose, duplicate, or the CAISO's systems, operations and activities that otherwise reproduce the Confidential Information, are indicated as such at the time of observation or directly or indirectly, in whole or part. Further, .the disclosure, respectively (collectively, "Confidential Receiving party understands that California Public Information"). The Confidential Information Utilities Code Section 352.7 may apply to the terms includes portions of documents, records and other of this Agreement: material forms or representations which the Receiving Party may create, including but not 4. Exceptions to Non-Disclosure. limited to handwritten notes or summaries, that Notwithstanding Paragraph 2 above, a party to this. contain or are derived from such Confidential Agreement shall not have breached any obligation Information. under this Agreement. if the Confidential Information is disclosed to a third party when the 2. Non-Disclosure. Subject to Paragraph 4 Confidential Information: below, the Receiving Party shall keep the (a) was in the public domain at the 6. Term. This Agreement shall remain in time of such disclosure or is subsequently made effect unless and until the CAISO provides ten (10) available to the public consistent with the terms of days prior written notice to the Receiving Party. this Agreement; or Termination shall not extinguish any claim, liability or cause of action under this Agreement existing at (b) had been received by the the time of termination. Receiving Party at the time of disclosure through other means without restriction on its use; or had 7. Provisions Surviving Termination. The been independently developed by the. Receiving provisions of Paragraphs 2, 3, 4, and 5 shall Party as shown through documentation; or survive the termination. of this Agreement for a period of ten (10) years. The provisions of (c) is subsequently disclosed to the Paragraph 8 shall continue after termination until Receiving Party by a third party without restriction satisfied. on use and without breach of any agreement or legal duty;. or 8. Return or Destruction of Confidential Information. Upon termination of this Agreement, (d) subject to the provisions of all Confidential Information in the possession or Paragraph 5, is used or disclosed pursuant to control of the Receiving Party, including its statutory duty or an order, subpoena or other lawful .employees, shall be returned to the CAISO, process issued by a court or other governmental including all copies of such information in any form authority of competeht jurisdiction. whatsoever, unless otherwise instructed in writing by the CAISO. In lieu of return, the Receiving Party 5. Notice of Pending Third Partv Disclosure. may certify to the CAISO in writing that all such information, in any form whatsoever, has been (a) In the event that a court or other destroyed. governmental authority of competent jurisdiction issues an order, subpoena or other lawful process g. Notices. requiring the disclosure of the Confidential Information, the Receiving Party shall notify the {a) Representatives and Addresses. CAISO immediately upon receipt thereof to All notices, requests, demands, and other facilitate the CAISO's efforts to prevent such communications required or permitted under this disclosure, or otherwise preserve the confidentiality Agreement shall be in writing, unless otherwise of the Confidential Information. agreed by the parties, and shall be delivered in person or sent by certified mail, postage prepaid, (ti) In the event that the Receiving by overnight delivery, by electronic mail or Party is a federal, state, or local governmental electronic facsimile transmission with an original. entity and/or is subject to public records law or sent immediately thereafter by postage prepaid regulation, including but not limited to the federal mail, and. properly addressed as follows: Freedom of Information Act, U.S. Code Title 5, Section 552, or the California Public Records Act, Receiving Party: California Governmental Code Sections 6250, et seq., the Receiving Party shall (i) notify the CAISO Donal 0' Callaghan immediately upon receipt of a request for public Director of Utilities records that include all or part of the Confidential & Government Infrastructure Information; and (ii) treat the requested City. of Vernon Confidential Information as exempt from 4305 Santa Fe Avenue disclosure. Vernon, CA 90058 (c) The Receiving Party shall not be in Telephone: (323) 583-8811 violation of this Agreement if it complies with an Facsimile: (323) 826-1431 order of a court or governmental authority, or a public records law or regulation, requiring .disclosure of the Confidential Information, after the CAISO either has unsuccessfully sought to CAISO: Debi Le Vine maintain the confidentiality of such information as California Independent System Operator provided herein, or has notified the Receiving Party Corporation in writing that it will take no action to maintain such 151 Blue Ravine Road confidentiality. Folsom, CA -95630 Telephone: (916) 351-2144 Facsimile: (916) 351 2267 2 Confidential Information, even for the purpose and stated in Paragraph 1. 12. Injunctive Relief. The Receiving Party Alice Reynolds agrees that, in addition to whatever other remedies California Independent System Operator may be available to the CAISO under applicable Corporation law, the CAISO shall be entitled to obtain injunctive 151 Blue Ravine Road relief with respect to any actual or threatened Folsom, CA 95630 violation of this Agreement by the Receiving Party Telephone: (916) 608-7024 or any third party. The Receiving Party agrees that Facsimile: (916) 608-7296 it shall bear all costs and expenses, including reasonable attorneys' fees, that may be incurred by the CAISO in enforcing the provisions of this paragraph, only if the CAISO prevails in the {b) Changed Representatives and litigation. Addresses. A party hereto: may from time to time change its representative or address for the 13. Receiving Party. The Receiving Party purpose of notices to that party by a similar notice agrees to comply in -all respects with any specifying a new representative or address, but no governmental laws, orders or other restrictions such change shall be deemed to have been given which may be imposed from time to time by the until such notice is actually received by the party governmen# of the United States ("Export Laws") to - being so notified. assure that neither the Confidential Information nor any direct product thereof are (i) exported, directly (c) Effective Date of Notices. All or indirectly, in violation of the Export Laws, or (ii) notices and other communications.required or are intended to be used for any purposes permitted under this Agreement that are addressed prohibited by the Export Laws, including without as provided in this Paragraph 9 shall be effective limitation, nuclear, chemical or biological weapons upon delivery if delivered personalty, by overnight proliferation. The Receiving Party certifies that it delivery, by electronic mail, or by facsimile will not transferor export any product, process or transmission; if delivered by mail, such notices service that is a direct product of the Confidential shall be effective three (3) days following deposit in Information. the United States mail, postage prepaid. 14. Governing Law. This Agreement is made 10. Complete Agreement; No Other Rights. in the State of California and shall be governed by and interpreted in accordance with its laws. (a) This Agreement contains the complete and exclusive agreement of the parties with 15. Assignment. This Agreement shall be respect to the subject matter thereof, and binding upon the parties, their successors, and supersedes all discussions, negotiations, assigns. The Receiving Party shall not assign this representations, warranties, commitments, offers, Agreement without the CAISO's prior written contracts, and writings prior to the date of this consent. Agreement; with respect to its subject matter. No .change to this Agreement shall be effective unless 16. Construction of Agreement. Ambiguities or agreed to in .writing by the parties hereto. Any uncertainties in the wording of this Agreement shall conflict between the language of this Agreement not be construed for or against any party, but shall and any mark, stamp, annotation or other language be construed in the manner that most accurately identifying something received hereunder as reflects the parties' intent as of the date they Confidential Information shall be resolved in favor executed this Agreement. of this Agreement. 17. Signature Authority. Each person signing (b) This Agreement is not intended to below warrants that he or she has been duly create any right in or obligation of any party or-third authorized by the party for whom he or she signs to party other than those expressly stated herein. execute this Agreement on behalf of that party. 11. No Warranties or Representations. Any , Confidential Information disclosed by the CAlSO under this Agreement carries no warranty or representation of any kind, either express or implied. The Receiving Party shall not be entitled to rely on the accuracy, completeness or quality of the 3 18. Counterparts. 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 have ' Executed this Agreement as of the date set forth above. CALIFORNIA INDEPENDENT SYSTEM RECEIVING PARTY: CITY OF VERNON OPERATOR CORPORATION By: By: Name: Jim Detmers Name: Donal O'Callaghan Title: Vice President of Operations Title: Director of Utilities & Government Infrastructure Department Date: Date: ATTEST: Manuela Giron, City Clerk Exhibit A INDIVIDUAL AGREEMENT TO BE-BOUND BYNON-DISCLOSURE AND USE OF INFORMATION AGREEMENT The undersigned, (print or type name), employed by . hereby acknowledges that he or she has received a copy of the Non-Disclosure and Use of Information Agreement for CRR FNM dated between the California Independent System Operator Corporation and the Receiving Party designated therein ("Agreement"). The undersigned hereby acknowledges that the undersigned has read the Agreement and understands the importance of maintaining the confidentiality of Confidential Information (as defined in the Agreemert), the provisions of the Agreement relating to - such confidentiality, and the limitations on the use of Confidential ,Information. Inconsideration thereof, the undersigned agrees to be bound by all. of the provisions of the Agreement. Dated: ~ ~ 1~~ i ~ ~ California Independent System Operator Corporation Your Lank to dower `I Z ~69 June 1, 2009 ..Donal O'Callaghan City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058. Re: Congestion Revenue Rights Full Network Model ("CRR FNM") Non Disclosure Agreement Dear Mr. O'Callaghan: Enclosed for yotar records, please find an original ftallyexecuted CRR, FNM Non Disclosure Agreement. If you .have any questions, please do not. hesitate to contact me at areynolds(a~caiso.com. Sincerely, e Alice: Reynolds. Paralegal Enc. ca,lso 151 Blue Ravine Road Folsom, California 95630 (916) 351 -4400 ~ ~ ~ ~ ` LLGH~ ~ s 4, 1 CAISO NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT FOR CRR FNM This Non-Disclosure and Use of In ormation Agreement for CRR FNM {"Agreement") is made and entered into as of this,~1 Today of 2009, by and between the California Independent System Operator Corporation ("CAISO") and ("Receiving Part'). WHEREAS, pursuant to CAISO Tariff Confidential Information in strict confidence and Section 6.5.1.4, the Receiving Party seeks to shall not disclose such information or otherwise obtain certain confidential or proprietary information make it available, in any form or manner, to any from the CAISO pertinent to the Congestion other person or entity (a "third party") other than its Revenue Rights Full Network Model ("CRR FNM") employees and retained consultants who have prepared by the CAISO; and executed Exhibit A to the Receiving Party's Agreement, without the prior written consent of the WHEREAS, the CAISO is willing to provide CAISO. The Receiving Party will cause each of its the CRR FNM to the Receiving Party, under employees and consultants who will have access suitable contractual limits and protection to-the Confidential Information to acknowledge that concerning the disclosure and use of confidential they have read this Agreement and agree to abide or proprietary information. by all of its terms regarding use and disclosure of the Confidential Information by execution of Exhibit NOW, THEREFORE, in consideration of A. It is-the ongoing responsibility of the Receiving the mutual covenants in this Agreement, the Party to ensure that (i) each Exhibit A is accurate, CAISO and the Receiving Party agree as follows: (ii) each Exhibit A permits access only to a current employee or consultant of the Receiving Party, and 1. ,Purpose. Scope and Definition. The (iii) each new Exhibit A and any notice of purpose of this Agreement is to permit the cancellation of an Exhibit A is immediately Receiving Party to reviewand use the Confidential submitted to the CAISO. The Receiving Party shall Information disclosed by the CAISO, solely in immediately report to the CAISO any unauthorized connection with the Receiving Party's review and access to the CRR FNM or other breach of this analysis of the CAISO's .CRR Markets.. However, Agreement. the Receiving Party may use the .Confidential Information and related studies in pleadings before 3. Use of Confidential Information. the Federal Energy Regulatory Commission, provided the Receiving Party-requests confidential ~ (a) The Receiving Party shall use the treatment of all information subject to this- Confidential Information received hereunder only Agreement. Confidential Information under this for the purposes identified herein. Any other use Agreement consists of (i) the CAISO's CRR FNM shall be only with the prior written consent of the in power flow format PTI PSS/E Version 26, certain CAISO. related data, and any updates or revisions to the CRR FNM that the CAISO may make available (b) It is understood and agreed by the under this Agreement, (ii) all written materials Receiving Party that.the Confidential Information marked "Confidential", "Proprietary" or with words constitutes confidential and/or proprietary of similar import provided to the Receiving Party, information of the CAISO. The Receiving Party shall and-(iii) all observations of equipment (including maintain the Confidential Information in strict computer screens) and oral disclosures related to confidence and shall not disclose, duplicate, or the CAISO's systems, operations and activities that otherwise reproduce the Confidential Information, .are indicated as such at the time of observation or directly or indirectly, in whole or part. Further, the disclosure, respectively (collectively, "Confidential Receiving-Party understands that California- Public Information"). The Confidential Information Utilities Code Section 352.7 may apply to the terms includes portions of documents, records and other of this Agreement. material forms or representations which the Receiving Party may create, including but not- 4. Exceptions to~Non-Disclosure. limited to handwritten notes or summaries, that Notwithstanding Paragraph 2 above, a party to this contain or are derived from such Confidential Agreement shall not. have breached any obligation Information. under this Agreement if the Confidential Information is disclosed to a third party when the 2. Non-Disclosure. Subject to Paraaraph 4 Confidential Information: below, the Receiving Party shall keep the (a) was in the public domain at the 6. Term. This Agreement shall remain in time of such disclosure or is subsequently made effect unless and until the CAISO provides ten (10) available to the public consistent with the terms of days prior written notice to the Receiving Party. this Agreement; or Termination shall not extinguish any claim; liability or cause of action under this Agreement existing at (b) had been received by the the time of termination. Receiving Party at the time of disclosure through other means without restriction on its use, or had 7. Provisions Surviving Termination. The been independently developed by the Receiving provisions of Paragraphs 2. 3, 4, and b shall Party as shown through documentation; or survive the termination of this Agreement for a period of ten (10) years. The provisions of (c) is subsequently disclosed to the Paragraph 8 shall continue after termination until Receiving Party by a third party without restriction satisfied. on use and without breach of any agreement or legal duty; or 8. Return or Destruction of Confidential Information. Upon termination of this Agreement, (d) subject to the provisions of all Confidential Information in the possession or Paragraph 5, is used or disclosed pursuant to control of the Receiving Party, including its statutory duty or an order, subpoena or other lawful employees, shall be returned to the CAISO, process issued by a court or other governmental including all copies of such information in any form authority of competent jurisdiction. whatsoever, unless otherwise instructed in writing by the CAISO. In lieu of return, the Receiving Party 5. Notice of Pending Third Party Disclosure. may certify to the CAISO in writing that all such ' information, in any form whatsoever, has been (a) In the event that a court or other destroyed. governmental authority of competent jurisdiction issues an order, subpoena or other lawful process g. Notices. requiring the disclosure of the Confidential Information, the Receiving Party shall notify the (a) Representatives and Addresses. CAISO immediately upon receipt thereof to All notices, requests, demands, and other facilitate the CAISO's efforts to prevent such communications required or permitted under this disclosure, or otherwise preserve the confidentiality Agreement shall be in writing, unless otherwise of the Confidential Information. agreed by the parties, and shall be delivered in person or sent by certified mail; postage prepaid, (b) In the event that the Receiving by overnight delivery, by electronic mail or Party is a federal, state, or local governmental electronic facsimile transmission with an original entityand/or is subject to public records law or sent immediately thereafter by postage prepaid regulation, including but not limited to the federal mail, and properly addressed as follows: Freedom of Information Act, U.S. Code Title 5, Section b52, or the California Public Records Act, Receiving Party: California Governmental Code Sections 6250, et seq., the Receiving Party shall (i) notify the CAISO Donal O'Callaghan immediately upon receipt of a request for public. City of Vernon records that include-all or part of the Confidential 4305 Santa Fe Ave . Information; and(ii)treattherequested Vernon, Ca. 90058 Confidential Information as exempt from p , (3 2 3) 5 8 3 - 8 811 disclosure. F. (3 2 3) 8 2 6 -14 31 (c) The Receiving Party shall not be in violation of this Agreement if it complies with an order of a court or governmental authority, or a public records law or regulation, requiring disclosure of the Confidential Information, after the CAISO either has. unsuccessfully sought to CAISO: Debi Le Vine maintain the confidentiality of such information as California Independent System Operator provided herein, or has notified the Receiving Party Corporation in writing that it will take no action to maintain such 151 Blue Ravine Road confidentiality. Folsom, CA 95630 Telephone: (916) 351-2144 Facsimile: (916) 351-2267 2 Confidential Information, even forthe purpose and stated in Paragraph 1. 12. Iniunctive Relief. The Receiving Party Alice Reynolds agrees that, in addition to whatever other remedies California Independent System Operator may be available to the CAISO under applicable Corporation law, the CAISO shall be entitled to obtain injunctive 151 Blue Ravine Road relief with respect to any actual or threatened Folsom, CA 95630 violation of this Agreement by the Receiving Party Telephone:. (916) 608-7024 or any third party. The Receiving Party agrees that Facsimile: (916) 608-7296 it shall bear all costs and expenses, including reasonable attorneys' fees, that may be incurred by the CAISO in enforcing the provisions of this paragraph, only if the CAISO prevails in the (b) Changed Representatives and litigation. Addresses. A party hereto may from time to time change its representative or address for the 13. Receiving Party. The Receiving Party purpose of notices to that party by a similar notice agrees to comply in all respects with any specifying a new representative or address, but no .governmental laws, orders or other restrictions such change shall be deemed to have been given which may be imposed from time to time by the until such notice is actually received by the party government of the United States ("Export Laws") to being so notified. assure that neither the. Confidential Information nor any direct product thereof are (i) exported, directly (c) Effective Date of Notices. All or indirectly, in violation of the Export Laws, or (ii) notices and other communications required or are intended to be used for any purposes permitted under this Agreement that are addressed prohibited by the Export Laws, including without as provided in this Paragraph 9 shall be effective limitation, nuclear, chemical or biological weapons upon delivery if delivered personally, by overnight proliferation. The Receiving Party certifies that it delivery,. by electronic mail, or by facsimile will not transfer or export any product, process or transmission; if delivered by mail, such notices service that is a direct product of the Confidential shall be effective three (3) days following deposit in Information.. the United States mail, postage prepaid. 14. Governing Law. This Agreement is made 10. Complete Agreement; No Other Rights. in the State of California and shall be governed by and interpreted in accordance with its laws. (a) This Agreement contains the complete and exclusive agreement of the parties with 15. Assignment. This Agreement shall be respect to the subject matter thereof, and binding upon the parties, their successors; and supersedes all discussions, negotiations, assigns. The Receiving Party shall not assign this representations, warranties, commitments, offers, Agreement without the CAISO's prior written contracts, and writings prior to the date of this consent. Agreement, with respect to its subject matter. No change to this Agreement shall be effective unless 16. Construction of Agreement. Ambiguities or agreed to in writing by the parties hereto. Any uncertainties in the wording of this Agreement shall conflict between the language of this Agreement not be construed for or against any party, but shall and any mark, stamp, annotation or other language be construed in the manner that most accurately identifying something received hereunder as reflects the parties' intent as of the date they Confidential Information shall be resolved in favor executed this Agreement. of this Agreement. 17. Signature Authority. Each person signing (b) This Agreement is not intended to below warrants that he or she has been duly create any right in or obligation of any party or third authorized by the party for whom he or she signs to party other than those expressly stated herein. execute this Agreement on behalf of that party. 11. No Warranties or Representations. Any Confidential Information disclosed by the CAISO under this Agreement carries no warranty or representation of any kind, either express or implied. The Receiving Party shall not be entitled to rely on the accuracy, completeness or quality of the 3 18. Counterparts. 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 have executed this Agreement as of the date set forth above. CALIFORNIA INDEPENDENT SYSTEM OPERATOR C RATION By: v~ 1 Name:- Jim tmers Title: Vi Pres'dent of Aerations Date: ~ 4~ RECEIVIN ART Ci-ty of Vernon Y Name: Donal O'Callagha Title: Director of Light & Power Date: ~ ai ao~`~ A TEST: MANUELA GIRON, Ci y Clerk 4 EXHIBIT A Exhibit A INDIVIDUAL AGREEMENT TO BE BOUND Blf NON-DISCLOSURE AND USE OF INFORMATION AGREEMENT The undersigned,Donal O' Callgha~rint or type name), employed by C'; t~ of Vprnc~n ,hereby acknowledges that he r she has received a copy of the Non-Disclosure and. Use of Information Agreement for CRR FNM dated ~ >etween the California Independent System Operator Corporation and the. Receiving Party designated therein ("Agreement"). The undersigned hereby acknowledges that the undersigned has read the Agreement and understands the importance of maintaining the confidentiality of Confidential Information (as defined in the Agreement), the provisions of the Agreement relating to such confidentiality, and the limitations on the use of Confidential Information. 1n consideration thereof, the undersigned agrees to be bound by all of the provisions of the Agreement. Dated: IY1'1~ I ~ ~ ~ a tide 049J82036848 'o o~.~ 10 California ISO ~ °61~"'~°~~ r~ai~~d'relrt 9630 Your Link to Power ° ' California Independent System OperatacCoporation 151 Blue Ravine Road ~ Folsom, California 95630 Donal O'Callaghan City of Vernon 4305 Santa Fe Ave, Vernon, CA 90058 tl i - iii i1 li i I 1 i iN i i i iii i t li - 1 I1 lil 1.111 1 3 N klti Ili ill. i fE If1F ! } 111 ,4 ~ _