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Resolution No. 2010-014
RESOLUTION NO. 2010-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF PRO FORMA SERVICE AGREEMENTS (SCHEDULING COORDINATOR AGREEMENT, METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS AND THE CONGESTION REVENUE RIGHTS ENTITY AGREEMENT) WITH THE CALIFORNIA INDEPENDENT SYSTEM OPERATOR WHEREAS, the City of Vernon (the "City") is a municipal corporation and a chartered city of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City is a Participating Transmission Owner with the California Independent System Operator ("CAISO") that controls the scheduling and access to electric transmission facilities; and WHEREAS, on March 2, 1999, the City Council of the City of Vernon adopted Resolution No. 7278 approving, among other things, a CAISO Scheduling Coordinator Agreement ("SCA") and a CAISO Meter Service Agreement for Scheduling Coordinators ("MSA/SC") and amendments thereto; and WHEREAS, on August 6, 2007, the City Council of the City of Vernon adopted Resolution No. 9377 approving a CAISO Congestion Revenue Rights Entity Agreement ("CRREA") pursuant to which CAISO and the City discharge their respective duties and responsibilities under_ the CAISO Tariff; and WHEREAS, in order to conform to its Market Redesign and Technology Upgrade ("MRTU"), the CAISO has requested the City execute revised pro forma service agreements; and WHEREAS, the CAISO has submitted new MRTU versions of the SCA, the MSA/SC and the CRREA which are amended and restated versions of the existing agreements and supersede the existing agreements; and WHEREAS, by memo dated January 12, 2010, the Director of Light & Power recommended that the City Council approve the new MRTU versions of the SCA, the MSA/SCA and the CRREA; and WHEREAS, the City Council of the Vernon has determined that, pursuant to the provisions of subsection (b)(1) and (b)(3) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into the amended and restated MRTU versions of the SCA, MSA/SC and the CRREA to allow the City to continue to effectively provide electrical service to its customers and to maintain the basic principles and benefits of the current existing agreements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the amended and restated MRTU versions of the SCA, MSA/SC and the CRREA with CAISO (collectively, the "Agreements"), copies of which are attached hereto as Exhibits A (SCA), B (MSA/SC) and C (CRREA) and incorporated herein by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Director of Light & Power, or his designee, to execute the Agreements for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto, with the understanding that the Agreements will be considered - 2 - effective as of March 31, 2009, and that the Agreements will supersede the agreements approved by Resolution Nos. 7278 and 9377. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the Vernon hereby directs the City Clerk, or her designee, to transmit two executed originals of each of the Agreements to: California ISO Attention: Roni Reese, Sr. Contracts Analyst 151 Blue Ravine Road Folsom, CA 95630 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 25th day of January, 2010. ATTEST: "-WL�� ANUELA GIRON, C'ty Clerk Name: Hilario Gonzales Title: Mayor - 3 - STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-14, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, January 25, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 76 day of January, 2010, at Vernon, California. (SEAL) MANUELA GIRON,-City Clerk - 4 - EXHIBIT A CALIF f, N A ALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION AND CITY OF VERNON' I SCHEDULING COORDINATOR AGREEMENT California ISO Your Link to Power SCHEDULING COORDINATOR AGREEMENT Scheduling Coordinator Agreement THIS AGREEMENT is made this 31 st day of March, 2009, and is entered into, by and between: (1) City of Vernon having a registered or principal executive office at 4305 Santa Fe Avenue, Vernon, California 90058 (the "Scheduling Coordinator"); and (2) CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate (the "CAISO"). The Scheduling Coordinator and the CAISO are hereinafter referred to as the "Parties". Whereas: A. The Scheduling Coordinator has applied for certification by the CAISO under the certification procedure referred to in Section 4.5.1 of the CAISO Tariff. B. The Scheduling Coordinator wishes to submit Bids for Energy and Ancillary Services on the CAISO Controlled Grid under the terms and conditions set forth in the CAISO Tariff. NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretation. 1.1 Master Definitions Supplement. Terms and expressions used in this Agreement shall have the same meanings as those contained in the Master Definitions Supplement to the CAISO Tariff. 1.2 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; CAISO_040109 2 2. 2.1 California ISO Your Link to Power SCHEDULING COORDINATOR AGREEMENT (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a Section, Article or Schedule shall mean a Section, Article or a Schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; (j) any reference to a day, week, month or year is to a calendar day, week, month or year; and (k) the captions and headings in this Agreement are inserted solely to. facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement. Covenant of the Scheduling Coordinator. The Scheduling Coordinator agrees that: 2.1.1 The CAISO Tariff governs all aspects of bidding and scheduling of Energy and Ancillary Services on the CAISO Controlled Grid, including (without limitation), the financial and technical criteria for Scheduling Coordinators, bidding, Settlement, information reporting requirements and confidentiality restrictions; 2.1.2 It will abide by, and will perform all of the obligations under the CAISO Tariff placed on Scheduling Coordinators in respect of all matters set forth therein including, without limitation, all matters relating to the bidding and scheduling of Energy and Ancillary Services on the CAISO Controlled Grid, obligations regarding CAISO 040109 3 California ISO Your Unk to Power SCHEDULING COORDINATOR AGREEMENT Resource Adequacy Plans and other requirements of Section 40 of the CAISO Tariff applicable to Scheduling Coordinators for affected Load Serving Entities, ongoing obligations in respect of scheduling, Settlement, system security policy and procedures to be developed by the CAISO from time to time, billing and payments, confidentiality and dispute resolution; 2.1.3 It shall ensure that each UDC, over whose Distribution System Energy or Ancillary Services are to be transmitted in accordance with Bids submitted to the CAISO by the Scheduling Coordinator, enters into a UDC Operating Agreement in accordance with Section 4.4 of the CAISO Tariff; 2.1.4 It shall ensure that each Generator for which it submits Bids enters into a Participating Generator Agreement in accordance with Section 4.6 of the CAISO Tariff; 2.1.5 It shall have the primary responsibility to the CAISO, as principal, for all Scheduling Coordinator payment obligations under the CAISO Tariff; 2.1.6 Its status as a Scheduling Coordinator is at all times subject to the CAISO Tariff. 3. Term and Termination. 3.1 This Agreement shall commence on the later of (a) 1/25/10 or (b) the date the Scheduling Coordinator is certified by the CAISO as a Scheduling Coordinator. 3.2 This Agreement may be terminated in accordance with the provisions of Section 4.5.4.4 and 4.5.4.5 of the CAISO Tariff; provided, however, any outstanding financial right or obligation or any other right or obligation under the CAISO Tariff of the Scheduling Coordinator that may have arisen under this Agreement, and any provision of this Agreement necessary to give effect to such right or obligation, shall survive such termination until satisfied. The CAISO shall timely file any notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC rules regarding termination. 4. Settlement Account. 4.1 The Scheduling Coordinator shall maintain at all times an account with a bank capable of Fed -Wire transfer to which credits or debits shall be made in accordance with the billing and Settlement provisions of Section 11 of CAISO_040109 4 91. California ISO Your Unk to Power SCHEDULING COORDINATOR (AGREEMENT the CAISO Tariff. Such account shall be the account as notified by the Scheduling Coordinator to the CAISO from time to time by giving at least 20 days written notice before the new account becomes operational, together with all information necessary for the CAISO's processing of a change in that account. 6. Agreement to be bound by CAISO Tariff. 5.1 The CAISO Tariff is incorporated herein and made a part hereof. In the event of a conflict between the terms and conditions of this Agreement and any other terms and conditions set forth in the CAISO Tariff, the terms and conditions of the CAISO Tariff shall prevail. 6. Electronic Contracting. 6.1 All submitted applications, schedules, Bids, confirmations, changes to information on file with the CAISO and other communications conducted via electronic transfer (e.g. direct computer link, FTP file transfer, bulletin board, e-mail, facsimile or any other means established by the CAISO) shall have the same legal rights, responsibilities, obligations and other implications as set forth in the terms and conditions of the CAISO Tariff as if executed in written format. 7. Penalties and Sanctions. 7.1 The Scheduling Coordinator.shall be subject to all penalties made applicable to Scheduling Coordinators set forth in the CAISO Tariff. 8. Costs. 8.1 The Scheduling Coordinator shall be responsible for all its costs incurred for the purpose of meeting its obligations under this Agreement. 9. Dispute Resolution. 9.1 The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. CAISO 040109 5 California ISO Your Unk'to Power SCHEDULING COORDINATOR AGREEMENT 10. Representation and Warranties. 10.1 Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. 11. Liability. 11.1 The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement, except that all references in Section 14 of the CAISO Tariff to Market Participants shall be read as references to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. 12. Uncontrollable Forces. 12.1 Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. 13. Miscellaneous. 13.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 13.2 Notices. Any notice, demand or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 1. A Party must update the information in Schedule 1 of this Agreement as information changes. Such changes shall not constitute an amendment to this Agreement. 13.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter CAISO 040109 6 orl California ISO. Your Unklo Power SCHEDULING COORDINATOR AGREEMENT arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 13.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with, the laws of the State of California, except its conflict of law provisions. The Parties irrevocably consent that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply, shall be brought in any of the following forums, as appropriate: any court of the State of California, any federal court of the United States of America located in the State of California, or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 13.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 13.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 13.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application, shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 13.8 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective. Nothing contained herein shall be construed as affecting in any way the right of the CAISO to unilaterally make application to FERC for a CAISO_040109 7 California ISO Your Link To Power SCHEDULING COORDINATOR AGREEMENT change in the rates, terms and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the Scheduling Coordinator shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. 13.9 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 8 California ISO Yaur Link to Power SCHEDULING COORDINATOR AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officials. California Independent System Operator Corporation By: Name: Title: Date: City of Vernon By: Name: Donal O' Callaghan Title: Director of Light and Power Date: 2_�.� January 25, 2010 ATTEST: MANUELA GIRON, City Clerk CAISO 040109 9 California ISO Your Oink to Power SCHEDULING COORDINATOR AGREEMENT SCHEDULE 1 NOTICES [Section 13.2] Scheduling Coordinator Name of Primary Representative: Abraham Alemu Title: Electric Resource Planning & Development Manager Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax No: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Title: Resource Scheduler Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax No: (323) 826-3629 CAISO 040109 10 California ISO Yoour'urULink to Power SCHEDULING COORDINATOR AGREEMENT n CAISO Name of Primary Representative: Ms. Roni L. Reese Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 CAISO_040109 11 EXHIBIT B CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION AND CITY OF VERNON METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS California 1S0 Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS THIS AGREEMENT is dated this 31st day of March, 2009, and is entered into, by and between: (1) City of Vernon having its registered and principal place of business located at 4305 Santa Fe Avenue, Vernon, California 90058 (the 1,SC«). and (2) California Independent System Operator Corporation, a California non-profit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the "CAISO"). The Scheduling Coordinator and the CAISO are hereinafter referred to as the "Parties". Whereas: A. Section 10 of the CAISO Tariff requires the CAISO to enter into a meter service agreement with each Scheduling Coordinator responsible for providing Settlement Quality Meter Data for Scheduling Coordinator Metered Entities that it represents. B. Section 10 of the CAISO Tariff requires Scheduling Coordinators to ensure that the Scheduling Coordinator Metered Entities that they represent adhere to the requirements and standards for Metering Facilities set forth in Section 10.3. C. The Parties are entering into this Agreement in order to establish the terms and conditions upon which the CAISO and the Scheduling Coordinator shall discharge their respective duties and responsibilities pursuant to this Agreement and the CAISO Tariff. D. All obligations and responsibilities included in this Agreement may be set forth in further detail in the CAISO Tariff. . CAISO_040109 California 1S0 Your LlnktoPower METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Master Definitions Supplement. All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement to the CAISO Tariff. 1.2 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a section, article or schedule shall mean a section, article or a schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; Q) any reference to a day, week, month or year is to a calendar day, week, month or year; CAISO 040109 2 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS (k) the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement; and (I) references to the CAISO Tariff and other CAISO Documents shall be interpreted in accordance with any exceptions or exemptions to such as may have been granted by the CAISO. ARTICLE II TERM AND TERMINATION 2.1 Effective Date. This Agreement shall be effective as of the later of the date of execution of this Agreement, or the date it is accepted and made effective by FERC, if such FERC filing is required, and shall remain in full force and effect until terminated by operation of law or pursuant to Section 2.2 of this Agreement. 2.2 Termination 2.2.1 Termination by CAISO. Subject to Section 4.2 the CAISO may terminate this Agreement by giving written notice of termination in the event that the Scheduling Coordinator commits any default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given it written notice of the default, unless excused by reason of Uncontrollable Force in accordance with Section 14.1 of the CAISO Tariff. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO's notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. 2.2.2 Termination by SC. In the event that the Scheduling Coordinator wishes to terminate this Agreement, the Scheduling Coordinator shall give the CAISO_040109 3 California ISO Your Unkto Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS CAISO not less than ninety (90) days written notice. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within thirty (30) days of receipt of such request; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if such notice is required to be filed with FERC, or upon ninety (90) days after the CAISO's receipt of the Scheduling Coordinator's notice of termination, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. ARTICLE III GENERAL TERMS AND CONDITIONS 3.1 Agreement Subject to CAISO Tariff. This Agreement shall be subject to the provisions of the CAISO Tariff which shall be deemed to be incorporated herein, as the same may be changed or superseded from time to time. The Parties agree that they will comply with the provisions of Section 10 and all other applicable provisions of the CAISO Tariff. 3.2 Requirements and Standards for Metering Facilities. The Scheduling Coordinator shall ensure that the Scheduling Coordinator Metered Entities it represents shall adhere to the requirements and standards for Metering Facilities of its Local Regulatory Authority. If that Scheduling Coordinator Metered Entity's Local Regulatory Authority has not set any requirements or standards in relation to any of its Metering Facilities, the Scheduling Coordinator representing that Scheduling Coordinator Metered Entity must comply with the requirements and standards for those Metering Facilities asset forth in this Agreement and the CAISO Tariff. 3.3 Obligations and Rights of the Scheduling Coordinator. 3.3.1 Meter Information. If the CAISO so requests, the Scheduling Coordinator shall provide in the format prescribed by Schedule 1 to this Agreement the required information with respect to the meters for all Scheduling Coordinator Metered Entities it represents including the reference to specific distribution loss factors or methodology it proposes to use as determined by the relevant UDC and approved by the relevant CAISO_040109 4 Ora California 1S0 Your Unk to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS i Local Regulatory Authority. The Scheduling Coordinator must immediately notify the CAISO of any changes to the information provided to the CAISO in accordance with this Section 3.3.1 and provide the CAISO with any information in relation to such change as reasonably requested by the CAISO. Any amendments or additions to Schedule 1 shall not constitute an amendment to this Agreement. 3.3.2 Assistance and Cooperation of Scheduling Coordinator. The Scheduling Coordinator shall ensure that the CAISO shall, upon reasonable notice, have access to the entire Metering Facilities of the Scheduling Coordinator Metered Entities that it represents from the meter data server to the Metering Facilities in order to inspect, test or otherwise audit those Metering Facilities. 3.3.3 Profiled and Cumulative Meter Data. The Scheduling Coordinator shall provide the CAISO with any applicable Approved Load Profile for each Scheduling Coordinator Metered Entity that it represents that is load profiled in accordance with the CAISO Tariff. The Scheduling Coordinator shall provide a copy of the Approved Load Profile applicable to each Scheduling Coordinator Metered Entity (if any) that it represents, which shall be set forth in Schedule 2 to this Agreement. The Scheduling Coordinator must immediately notify the CAISO of any changes to the Approved Load Profiles referred to in Schedule 2 to this Agreement and provide the CAISO with a copy of the new or amended Approved Load Profile. Such change to Schedule 2 shall not constitute an amendment to this Agreement. 3.3.4 Security and Validation Procedures. The Scheduling Coordinator shall apply to the Meter Data of the Scheduling Coordinator Metered Entities . that it represents the security and validation procedures prescribed by the relevant Local Regulatory Authority. If the relevant Local Regulatory Authority has not prescribed any such procedures, the Scheduling Coordinator shall apply the procedures set forth in the CAISO Tariff. Meter Data submitted by a Scheduling Coordinator for Scheduling Coordinator Metered Entities shall conform to these standards unless the CAISO has, at its discretion, exempted the Scheduling Coordinator from these standards. 3.4 Obligations and Rights of the CAISO. CAISO 040109 5 California ISO Your Unk to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS 3.4.1 Exemptions Granted by CAISO. Any exemptions provided for under the CAISO Tariff that are granted by the CAISO shall be set forth in Schedule 3 to this Agreement. Any amendment or addition to Schedule 3 shall not constitute an amendment to this Agreement. 3.4.2 CAISO as Third -Party Beneficiary. The CAISO shall be a third -party beneficiary to the agreements between the Scheduling Coordinator and Scheduling Coordinator Metered Entities that the Scheduling Coordinator represents. Such agreements shall grant the CAISO access to any relevant information, records and facilities of the Scheduling Coordinator Metered Entity as needed for the CAISO to fulfill its obligations under this Agreement and the CAISO Tariff. ARTICLE IV PENALTIES & SANCTIONS 4.1 Penalties. If the Scheduling Coordinator provides inaccurate or incorrect Settlement Quality Meter Data or fraudulent Meter Data to the CAISO, the CAISO shall be entitled to impose penalties and sanctions, including but not limited to suspension of trading rights following 14 days written notice to the Scheduling Coordinator. Fraudulent Meter Data means any data provided to the CAISO by the Scheduling Coordinator that the Scheduling Coordinator knows to be false, incorrect or incomplete at the time it provided it to the CAISO. All penalties and sanctions shall be set forth in Schedule 4 Part A or in the CAISO Tariff. No penalties or sanctions, including the suspension of trading rights, may be imposed under this Agreement unless a Schedule or CAISO Tariff provision providing for such penalties or sanctions has first been filed with and made effective by FERC. Nothing in the Agreement, with the exception of the provisions relating to the CAISO ADR Procedures, shall be construed as waiving the rights of the Scheduling Coordinator to oppose or protest any penalty proposed by the CAISO to the FERC or the specific imposition by the CAISO of any FERC-approved penalty on the Scheduling Coordinator. The CAISO will provide notice to all Scheduling Coordinators of any filing of proposed penalties or sanctions with the FERC. The CAISO shall notify the Scheduling Coordinator of those approved penalties within 14 days of their approval by the FERC. 4.2 Corrective Measures. If the Scheduling Coordinator or any Scheduling Coordinator Metered Entity that it represents fails to meet or maintain the standards for Metering Facilities or comply with the audit or test procedures as set forth in the CAISO Tariff, the CAISO shall be permitted to take corrective measures. Details of the corrective measures and rights CAISO_040109 6 California ISO Your Unk to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS the CAISO may exercise upon any failure by any entity to meet those standards for Metering Facilities or to comply with the audit or test procedures shall be set forth in Schedule 4 Part B or in the CAISO Tariff. ARTICLE V ACCESS TO METER DATA 5.1 Third Parties. Third parties that are authorized by the Scheduling Coordinator to access the Meter Data of a Scheduling Coordinator Metered Entity held by the CAISO and that are entitled to such Meter Data shall be identified in Schedule 5 to this Agreement. The Scheduling Coordinator shall not provide a third party access to Meter Data of a Scheduling Coordinator Metered Entity unless the Scheduling Coordinator has permission from that Scheduling Coordinator Metered Entity to provide that access. The relevant UDCs and TOs shall be included in Schedule 5 provided that the Scheduling Coordinator Metered Entity has granted those UDCs and TOs access to its Meter Data. Any amendment or addition to Schedule 5 shall not constitute an amendment to this Agreement. The Scheduling Coordinator shall, on request by the Scheduling Coordinator Metered Entity, access the Meter Data held Eby the CAISO relating to that Scheduling Coordinator Metered Entity and provide that Meter Data to the Scheduling Coordinator Metered Entity in a timely manner. ARTICLE VI COSTS 6.1 Certification, Inspection and Auditing of Meters. The Scheduling Coordinator shall be responsible for all reasonable costs incurred by the CAISO or a CAISO Authorized Inspector in connection with them carrying out the certification, inspection, testing or auditing of the meters identified in Schedule 1 from which the Scheduling Coordinator provides Meter Data to the CAISO. The CAISO or CAISO Authorized Inspector will furnish the Scheduling Coordinator, upon request, an itemized bill for such costs. CAI SO_040109 7 Ora California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS ARTICLE VII DISPUTE RESOLUTION 7.1 Dispute Resolution. The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that all reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator Metered Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE Vill REPRESENTATIONS AND WARRANTIES 8.1 Representations and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. 8.2 Necessary Authority. The Scheduling Coordinator represents and warrants that all of the entities which it identifies on Schedule 1 as Scheduling Coordinator Metered Entities that it represents have granted it all necessary authority to enable it to carry out its obligations under this Agreement and the CAISO Tariff, and, subject to the execution and delivery by the CAISO, this Agreement will be enforceable against the Scheduling Coordinator in accordance with its terms. 8.3 Meter Data Access. The Scheduling Coordinator represents and warrants that all third parties referred to in Schedule 5 to this Agreement have been authorized by the relevant Scheduling Coordinator Metered Entity as having access to its Settlement Quality Meter Data. ARTICLE IX LIABILITY AND INDEMNIFICATION 9.1 Liability and Indemnification. The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement except that all references in Section 14 of the CAISO Tariff to Market Participants CAISO 040109 8 California ISO Your Unkto Power. METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS shall be read as references to the Scheduling Coordinator and references in the CAISO Tariff shall be read as references to this Agreement. ARTICLE X UNCONTROLLABLE FORCES 10.1 Uncontrollable Forces. Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as references to the Scheduling Coordinator and all references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE XI MISCELLANEOUS 11.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 11.2 Notices. Any notice, demand or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with the Scheduling Coordinator's Scheduling Coordinator Agreement and in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 6. A Party must update the information in Schedule 6 as information changes. Such changes shall not constitute an amendment to this Agreement. 11.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay short of the statutory period of CAISO_040109 9 California ISO Your Unkto Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS limitations in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 11.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under and for all purposes shall be governed by and construed in accordance with the laws of the State of California, except its conflict of law provisions. The Scheduling Coordinator irrevocably consents that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply shall be brought in any of the following forums, as appropriate: any court of the State of California, any federal court of the United States of America located in the State of California or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 11.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 11.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 11.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 11.8 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that are subject to FERC approval shall not take effect until FERC has accepted such amendments for filing and has made them effective. Nothing contained herein shall be construed as affecting in any way the right of the CAISO to unilaterally make application to FERC for a change in the rates, terms and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the Scheduling Coordinator shall have the CAISO_040109 10 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. 11.9 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 11 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date hereinabove written. California Independent System Operator Corporation By: Name: Title: Date: City of Vernon By: Name: Donal o ' Ca]lagnan Title: Director of Light and Power Date: ��.. �„ , �r,��_ January 25, 2010 ATTEST: MANUELA GIRON, City Clerk CAISO_040109 12 California ISO Your Link to Power. METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 1 METER INFORMATION [Section 3.3.1] Meter Number Name of the Facility: City of Vernon Contact details for Scheduling Coordinator Metered Entity Representative Abraham Alemu Electric Resources Planning & Development Manager 4305 Santa Fe Avenue Vernon, California 90058 (323) 826-3643 CAISO_040109 13 orl California 1S0 Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE2 APPROVED LOAD PROFILE [Section 3.3.3] Attach details of each Approved Load Profile used by the Scheduling Coordinator Metered Entities represented by the Scheduling Coordinator, the names of the Scheduling Coordinator Metered Entities that use each of those Approved Load Profiles and the name of the Local Regulatory Authority that approved each of those Approved Load Profiles. CAISO_040109 14 California 1S0 Your Link 4o Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 3 EXEMPTIONS FROM METERING STANDARDS AND OTHER REQUIREMENTS [Section 3.4.1] Exemption Attach variation with an explanation. NONE Name of the relevant Local Regulatory Authority which sets security and validation standards for the Scheduling Coordinator Metered Entity. NONE Other Exemptions NONE CAISO_040109 15 California ISO Your Linktp Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 4 PART A CAISO IMPOSED PENALTIES AND SANCTIONS [Section 4.1] TO BE INSERTED UPON FERC APPROVAL PART B CORRECTIVE MEASURES [Section 4.2] TO BE DEVELOPED CAISO_040109 16 OraCalifornia Link to Power ISO Your METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULES ACCESS TO METER DATA [Section 5.1] List the third parties authorized by each Scheduling Coordinator Metered Entity represented by the Scheduling Coordinator to access that Scheduling Coordinator Metered Entity's Settlement Quality Meter Data. Southern California Edison Colorado Energy Management CAISO_040109 17 California Link to power i� ISO Your METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 6 NOTICE [Section 11.2] Name of Primary Representative: Abraham Alemu Company: City of Vernon Title: Electric. Resources Planning & Development Manager Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Company: City of Vernon Title: Resource Scheduler Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax: (323) 826-3629 CAISO_040109 18 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS CAISO: Name of Primary Representative: Ms. Roni L. Reese Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address:, csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 CAISO_040109 19 EXHIBIT C CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION CITY OF VERNON CRR ENTITY AGREEMENT California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT CRR ENTITY AGREEMENT THIS AGREEMENT is dated this 31st day of March, 2009, and is entered into, by and between: (1) City of Vernon having its registered and principal place of business located at 4305 Santa Fe Avenue, Vernon, California 90058 (the "CRR Entity"); and (2) California Independent System Operator Corporation, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the "CAISO"). The CRR Entity and the CAISO are hereinafter referred to individually as a "Party" and collectively as the "Parties." Whereas: A. The CAISO Tariff provides that any entity that holds or intends to hold CRRs must register and qualify with the CAISO and comply with the terms of the CAISO Tariff, regardless of whether they are to acquire CRRs through the CRR Allocation or CRR Auction, or through the Secondary Registration System. B. The CRR Entity has completed the Candidate CRR Holder application process and is eligible to participate in the CRR Allocation or CRR Auction or register as a CRR Holder through the Secondary Registration System. C. The CAISO Tariff further provides that any entity who wishes to participate in the CRR Allocation or CRR Auction or register as a CRR Holder through the Secondary Registration System must meet all of the Candidate CRR Holder requirements and creditworthiness provisions in the CAISO Tariff and the relevant Business Practice Manual, including demonstration of its ability to accommodate the financial responsibility associated with holding CRRs. D. The CRR Entity intends to obtain CRRs either through the CRR Allocation or CRR Auction or to register as a CRR Holder through the Secondary Registration System and, therefore, wishes to undertake to the CAISO that it will comply with the applicable provisions of the CAISO Tariff. CAISO_040109 �° California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT E. The Parties are entering into this Agreement in order to establish the terms and conditions pursuant to which the CAISO and the CRR Entity will discharge their respective duties and responsibilities under the CAISO Tariff. NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Master Definitions Supplement. All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement in Appendix A of the CAISO Tariff. 1.2 Rules of interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a Section, Article, or Schedule shall mean a Section, Article, or a Schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented, or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced, or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization, or other entity, in each case whether or not having separate legal personality; CAISO 040109 2 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; (j) any reference to a day, week, month, or year is to a calendar day, week, month, or year; and (k) the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement. ARTICLE II ACKNOWLEDGEMENTS OF CRR ENTITY AND CAISO 2.1 Scope of Application to Parties. The CRR Entity and CAISO acknowledge that all Candidate CRR Holders or CRR Holders must sign this Agreement in accordance with section 4.10.1.9.1 of the CAISO Tariff. ARTICLE III TERM AND TERMINATION 3.1 Effective Date. This Agreement shall be effective as of the later of the date it is executed by both Parties or the date accepted for filing and made effective by FERC, if such FERC filing is required, and shall remain in full force and effect until terminated pursuant to Section 3.2 of this Agreement. 3.2 Termination 3.2.1 Termination by CAISO. Subject to Article V, the CAISO may terminate this Agreement by giving written notice to the CRR Entity of termination in the event.that the CRR Entity commits any material default under this Agreement and/or the CAISO Tariff as it pertains to this Agreement which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the CRR Entity, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement or unless the CAISO agrees, in writing, to an extension of the time to remedy such material default. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have CAISO 040109 3 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT been met and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO's notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. 3.2.2 Termination by CRR Entity. In the event that the CRR Entity is no longer a CRR Holder, it may terminate this Agreement, on giving the CAISO not less than ninety (90) days' written notice; provided, however any outstanding financial right or obligation or any other obligation under the CAISO Tariff of the Candidate CRR Holder or CRR Holder that have arisen while the CRR Entity was a Candidate CRR Holder or a CRR Holder, and any provision of this Agreement necessary to give effect to such right or obligation shall survive until satisfied. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met and the CAISO files the notice of termination within sixty (60) days after receipt of such request; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if such notice is required to be filed with FERC, or upon ninety (90) days after the CAISO's_receipt of the CRR Entity's notice of termination, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. ARTICLE IV GENERAL TERMS AND CONDITIONS 4.1 CRR Holder Requirements. The CRR Entity must register and qualify with the CAISO and comply with all terms of the CAISO Tariff applicable to Candidate CRR Holders or CRR Holders, regardless of the manner in which they acquire CRRs whether by CRR Allocation, CRR Auction, or through the, Secondary Registration System. 4.2 CRR Holder Creditworthiness Requirements. The CRR Entity must comply with the requirements for creditworthiness applicable to Candidate CAISO 040109 4 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT CRR Holders or CRR Holders, including the creditworthiness provisions of the CAISO Tariff and the relevant Business Practice Manual. 4.3 Settlement Account. The CRR Entity shall maintain at all times an account with a bank capable of Fed -Wire transfer to which credits or debits shall be made in accordance with the billing and Settlement provisions of Section 11 of the CAISO Tariff. Such account shall be the account referred to in Schedule 2 hereof or as notified by the CRR Entity to the CAISO from time to time by giving at least seven (7) days written notice before the new account becomes operational. Such changes to Schedule 2 shall not constitute an amendment to this Agreement. 4.4 Electronic Contracting. All submitted applications, bids, confirmations, changes to information on file with the CAISO and other communications conducted via electronic transfer (e.g., direct computer link, FTP file transfer, bulletin board, e-mail, facsimile or any other means established by the CAISO) shall have the same legal rights, responsibilities, obligations and other implications as set forth in the terms and conditions of the CAISO Tariff as if executed in written format. 4.5 Agreement Subject to CAISO Tariff. The Parties will comply with all provisions of the CAISO Tariff applicable to Candidate CRR Holders or CRR Holders. This Agreement shall be subject to the CAISO Tariff, which shall be deemed to be incorporated herein. ARTICLE V PERFORMANCE 5.1 Penalties. The CRR Entity shall be subject to all penalties made applicable to Candidate CRR Holders and CRR Holders set forth in the CAISO Tariff. Nothing in this Agreement, with the exception of the provisions relating to the CAISO ADR Procedures, shall be construed as waiving the rights of the CRR Entity to oppose or protest the specific imposition by the CAISO of any FERC-approved penalty on the CRR Entity. 5.2 Corrective Measures. If the CRR Entity or the CAISO fails to meet or maintain the requirements set forth in this Agreement and/or the CAISO Tariff as it pertains to this Agreement, the CAISO or the CRR Entity shall be permitted to take any of the measures, contained or referenced in the CAISO Tariff, which the Party seeking enforcement deems to be necessary to correct the situation. CAISO_040109 5 California ISO Your U kto Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT ARTICLE VI COSTS 6.1 Operating and Maintenance Costs. The CRR Entity shall be responsible for all its costs incurred in connection with all its CRR related activities. ARTICLE VII DISPUTE RESOLUTION 7.1 Dispute Resolution. The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE Vill REPRESENTATIONS AND WARRANTIES 8.1 Representation and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. ARTICLE IX LIABILITY 9.1 Liability. The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement, except that all references in Section 14 of the CAISO Tariff to Market Participants shall be read as references to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. CAISO 040109 6 California ISO Yvur tank to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT ARTICLE X UNCONTROLLABLE FORCES 10.1 Uncontrollable Forces Tariff Provisions. Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE XI MISCELLANEOUS 11.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff and other CAISO Tariff requirements as applied to Candidate CRR Holders or CRR Holders. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 11.2 Notices. Any notice, demand, or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 1. A Party must update the information in Schedule 1 of this Agreement as information changes. Such changes to Schedule 1 shall not constitute an amendment to this Agreement. 11.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 11.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and CAISO_040109 7 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT construed in accordance with, the laws of the State of California, except its conflict of law provisions. The Parties irrevocably consent that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply, shall be brought in any of the following forums, as appropriate: (i) any court of the State of California, (ii) any federal court of the United States of America located in the State of California, except to the extent subject to the protections of the Eleventh Amendment of the United States Constitution or, (iii) where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 11.6 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 11.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 11.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 11.8 [NOT USED] 11.9 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective. Nothing herein shall be construed as affecting in any way the right of the CAISO to make unilateral application to FERC for a change in the rates, terms, and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the CRR Entity shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations CAISO 040109 8 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT - thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. The standard of review the Commission shall apply when acting upon proposed modifications to this Agreement by the CAISO shall be the "just and reasonable" standard of review rather than the "public interest" standard of review. The standard of review the Commission shall apply when acting upon proposed modifications to this Agreement by the Commission's own motion or by a signatory other than the CAISO or non -signatory entity shall also be the "just and reasonable" standard of review. Schedules 1 and 2 are provided for informational purposes and revisions to those schedules do not constitute a material change in the Agreement warranting Commission review. 11.10 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 9 Ca l lfOour Lin ISO Yourink to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT YL IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date hereinabove written. California Independent System Operator Corporation By: Name: Title: Date: City of Vernon By: Name: Donal 0'Callaghan Title: Directcr of Light and Power Date: %January 25, 2010 ATTEST: MANUELA GIRON, City Clerk CAISO_040109 10 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT SCHEDULE 1 NOTICES [Section 11.2] CRR Entity Name of Primary Representative: Abraham Alemu Title: Electric Resource Planning & Development Manager Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax No: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Title: Resource Scheduler Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax No: (323) 826-3629 CAISO 040109 11 California ISO Your link to Power CAISO Name of Primary CONGESTION REVENUE RIGHTS ENTITY AGREEMENT Representative: Ms. Roni L. Reese - Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 CAISO_040109 12 40..' California ISO Your Link to Po— CONGESTION REVENUE RIGHTS ENTITY AGREEMENT SCHEDULE2 SETTLEMENT ACCOUNT [SECTION 4.3] CRR Entity Account Information Settlement Account No: 80362791 Title: City of Vernon Light & Power Sort Code: 322070381 Bank: East West Bank CAISO_040109 13 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: February 8, 2010 TO: Donal O'Callaghan, City Administrator/Director of Light & Power FRO Nelly Giron, City Clerk RE: Resolution No. 2010-14 — A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of Pro Forma Service Agreements (Scheduling Coordinator Agreement, Meter Service Agreement for Scheduling Coordinators and the Congestion Revenue Rights Entity Agreement) With the California Independent System Operator Transmitted herewith is a copy of Resolution No. 2010-14, referenced above, which was approved by City Council on January 25, 2010, along with a copy of the fully executed agreements. Thank you. NG:dj c: Resolution No. 2010-14 Agreement 10-008 RE IV `i/ California ISO FEB ono Your Link to Power California Independent System Operator Corporation LIGHT & POWER DEPT. January 6, 2010 Via FedEx delivery Efrain Sandoval Resource Scheduler City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Efrain; Enclosed for your files are fully executed originals of the amended Meter Service Agreement for Scheduling Coordinators, amended Congestion Revenue Rights Entity Agreement and the amended Scheduling Coordinator Agreement between City of Vernon and the California Independent System Operator Corporation ("CAI SO"). I appreciate your assistance in this matter. You may contact me at (916) 608- 7080 if you have any questions. Sincerely, Cheryl Adler Regulatory Contracts Administrator Enclosures (3) www.caiso.com 1151 Blue Ravine Road I Folsom, CA 95630 1 916.351.4400 AU44 No '1 0 w 0 ij ML h CITY OF VERNON CRR ENTIT Y/ AGREEMENT ^I - California ISO YoururUnk to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT _ Lin CRR ENTITY AGREEMENT THIS AGREEMENT is dated this 31st day of March, 2009, and is entered into, by and between: (1) City of Vernon having its registered and principal place of business located at 4305 Santa Fe Avenue, Vernon, California 90058 (the "CRR Entity"); and (2) California Independent System Operator Corporation, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the "CAISO"). The CRR Entity and the CAISO are hereinafter referred to individually as a "Party" and collectively as the "Parties." Whereas: A. The CAISO Tariff provides that any entity that holds or intends to hold CRRs must register and qualify with the CAISO and comply with the terms of the CAISO Tariff, regardless of whether they are to acquire CRRs through the CRR Allocation or CRR Auction, or through the Secondary Registration System. B. The CRR Entity has completed the Candidate CRR Holder application process and is eligible to participate in the CRR Allocation or CRR Auction or register as a CRR Holder through the Secondary Registration System. C. The CAISO Tariff further provides that any entity who wishes to participate in the CRR Allocation or CRR Auction or register as a CRR Holder through the Secondary Registration System must meet all of the Candidate CRR Holder requirements and creditworthiness provisions in the CAISO Tariff and the relevant Business Practice Manual, including demonstration of its ability to accommodate the financial responsibility associated with holding CRRs. D. The CRR Entity intends to obtain CRRs either through the CRR Allocation or CRR Auction or to register as a CRR Holder through the Secondary Registration System and, therefore, wishes to undertake to the CAISO that it will comply with the applicable provisions of the CAISO Tariff. CAISO_040109 California Link to Power ��� YourLCONGESTION REVENUE RIGHTS ENTITY AGREEMENT E. The Parties are entering into this Agreement in order to establish the terms and conditions pursuant to which the CAISO and the CRR Entity will discharge their respective duties and responsibilities under the CAISO Tariff. NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Master Definitions Supplement. All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement in Appendix A of the CAISO Tariff. 1.2 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a Section, Article, or Schedule shall mean a Section, Article, or a Schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented, or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced, or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization, or other entity, in each case whether or not having separate legal personality; CAISO_040109 2 California ISO Your Unk to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; (j) any reference to a day, week, month, or year is to a calendar day, week, month, or year; and (k) the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement. ARTICLE II ACKNOWLEDGEMENTS OF CRR ENTITY AND CAISO 2.1 Scope of Application to Parties. The CRR Entity and CAISO acknowledge that all Candidate CRR Holders or CRR Holders must sign this Agreement in accordance with section 4.10.1.9.1 of the CAISO Tariff. ARTICLE III TERM AND TERMINATION 3.1 Effective Date. This Agreement shall be effective as of the later of the date it is executed by both Parties or the date accepted for filing and made effective by FERC, if such FERC filing is required, and shall remain in full force and effect until terminated pursuant to Section 3.2 of this Agreement. 3.2 Termination 3.2.1 Termination by CAISO. Subject to Article V, the CAISO may terminate this Agreement by giving written notice to the CRR Entity of termination in the event that the CRR Entity commits any material default under this Agreement and/or the CAISO Tariff as it pertains to this Agreement which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the CRR Entity, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement or unless the CAISO agrees, in writing, to an extension of the time to remedy such material default. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have CAISO_040109 3 40.1 California CONGESTION REVENUE RIGHTS ENTITY AGREEMENT your l.ISO P been met and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO's notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. 3.2.2 Termination by CRR Entity. In the event that the CRR Entity is no longer a CRR Holder, it may terminate this Agreement, on giving the CAISO not less than ninety (90) days' written notice; provided, however any outstanding financial right or obligation or any other obligation under the CAISO Tariff of the Candidate CRR Holder or CRR Holder that have arisen while the CRR Entity was a Candidate CRR Holder or a CRR Holder, and any provision of this Agreement necessary to give effect to such right or obligation shall survive until satisfied. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met and the CAISO files the notice of termination within sixty (60) days after receipt of such request; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if such notice is required to be filed with FERC, or upon ninety (90) days after the CAISO's receipt of the CRR Entity's notice of termination, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. ARTICLE IV GENERAL TERMS AND CONDITIONS 4.1 CRR Holder Requirements. The CRR Entity must register and qualify with the CAISO and comply with all terms of the CAISO Tariff applicable to Candidate CRR Holders or CRR Holders, regardless of the manner in which they acquire CRRs whether by CRR Allocation, CRR Auction, or through the Secondary Registration System. 4.2 CRR Holder Creditworthiness Requirements. The CRR Entity must comply with the requirements for creditworthiness applicable to Candidate CAI SO_040109 4 California ISO Your link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT CRR Holders or CRR Holders, including the creditworthiness provisions of the CAISO Tariff and the relevant Business Practice Manual. 4.3 Settlement Account. The CRR Entity shall maintain at all times an account with a bank capable of Fed -Wire transfer to which credits or debits shall be made in accordance with the billing and Settlement provisions of Section 11 of the CAISO Tariff. Such account shall be the account referred to in Schedule 2 hereof or as notified by the CRR Entity to the CAISO from time to time by giving at least seven (7) days written notice before the new account becomes operational. Such changes to Schedule 2 shall not constitute an amendment to this Agreement. 4.4 Electronic Contracting. All submitted applications, bids, confirmations, changes to information on file with the CAISO and other communications conducted via electronic transfer (e.g., direct computer link, FTP file transfer, bulletin board, e-mail, facsimile or any other means established by the CAISO) shall have the same legal rights, responsibilities, obligations and other implications as set forth in the terms and conditions of the CAISO Tariff as if executed in written format. 4.5 Agreement Subject to CAISO Tariff. The Parties will comply with all provisions of the CAISO Tariff applicable to Candidate CRR Holders or CRR Holders. This Agreement shall be subject to the CAISO Tariff, which shall be deemed to be incorporated herein. ARTICLE V PERFORMANCE 5.1 Penalties. The CRR Entity shall be subject to all penalties made applicable to Candidate CRR Holders and CRR Holders set forth in the CAISO Tariff. Nothing in this Agreement, with the exception of the provisions relating to the CAISO ADR Procedures, shall be construed as waiving the rights of the CRR Entity to oppose or protest the specific imposition by the CAISO of any FERC-approved penalty on the CRR Entity. 5.2 Corrective Measures. If the CRR Entity or the CAISO fails to meet or maintain the requirements set forth in this Agreement and/or the CAISO Tariff as it pertains to this Agreement, the CAISO or the CRR Entity shall be permitted to take any of the measures, contained or referenced in the CAISO Tariff, which the Party seeking enforcement deems to be necessary to correct the situation. CAISO 040109 5 California ISO Your link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT ARTICLE VI COSTS 6.1 Operating and Maintenance Costs. The CRR Entity shall be responsible for all its costs incurred in connection with all its CRR related activities. ARTICLE VII DISPUTE RESOLUTION 7.1 Dispute Resolution. The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE VIII REPRESENTATIONS AND WARRANTIES 8.1 Representation and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. ARTICLE IX LIABILITY 9.1 Liability. The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement, except that all references in Section 14 of the CAISO Tariff to Market Participants shall be read as references to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. CAISO 040109 6 401k California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT ARTICLE X UNCONTROLLABLE FORCES 10.1 Uncontrollable Forces Tariff Provisions. Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE XI MISCELLANEOUS 11.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff and other CAISO Tariff requirements as applied to Candidate CRR Holders or CRR Holders. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 11.2 Notices. Any notice, demand, or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the CRR Entity and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 1. A Party must update the information in Schedule 1 of this Agreement as information changes. Such changes to Schedule 1 shall not constitute an amendment to this Agreement. 11.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 11.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and CAISO_040109 7 arl California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT construed in accordance with, the laws of the State of California, except its conflict of law provisions. The Parties irrevocably consent that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply, shall be brought in any of the following forums, as appropriate: (i) any court of the State of California, (ii) any federal court of the United States of America located in the State of California, except to the extent subject to the protections of the Eleventh Amendment of the United States Constitution or, (iii) where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 11.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 11.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 11.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 11.8 [NOT USED] 11.9 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective. Nothing herein shall be construed as affecting in any way the right of the CAISO to make unilateral application to FERC for a change in the rates, terms, and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the CRR Entity shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations CAISO_040109 8 California ISO Your L!"k to PQwer CONGESTION REVENUE RIGHTS ENTITY AGREEMENT thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. The standard of review the Commission shall apply when acting upon proposed modifications to this Agreement by the CAISO shall be the "just and reasonable" standard of review rather than the "public interest" standard of review. The standard of review the Commission shall apply when acting upon proposed modifications to this Agreement by the Commission's own motion or by a signatory other than the CAISO or non -signatory entity shall also be the "just and reasonable" standard of review. Schedules 1 and 2 are provided for informational purposes and revisions to those schedules do not constitute a material change in the Agreement warranting Commission review. 11.10 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 9 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date hereinabove written. California Independent System Operator Corporation By: Name: Title: Date: City of Vernon By: Name: Donal O'Callaghan Title: Director of Light and Power Date: January 25, 2010 ATTEST: l NUELA GIRON, i Clerk CAISO_040109 10 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT CAISO Name of Primary Representative: Ms. Roni L. Reese Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 CAISO_040109 12 California IS© Yaar Unk to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT SCHEDULE 1 NOTICES [Section 11.2] CRR Entity Name of Primary Representative: Abraham Alemu Title: Electric Resource Planning & Development Manager Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax No: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Title: Resource Scheduler Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax No: (323) 826-3629 CAISO_040109 11 California ISO Your Link to Power CONGESTION REVENUE RIGHTS ENTITY AGREEMENT SCHEDULE2 SETTLEMENT ACCOUNT [SECTION 4.3] CRR Entity Account Information Settlement Account No: 80362791 Title: City of Vernon Light & Power Sort Code: 322070381 Bank: East West Bank CAISO_040109 13 A 0 i A AM gig CITY OF VERNON SCHEDULING COORDINATOR AGREEMENT California ISM? Your Lin k 4o flower SCHEDULING COORDINATOR AGREEMENT Scheduling Coordinator Agreement THIS AGREEMENT is made this 31st day of March, 2009, and is entered into, by and between: (1) City of Vernon having a registered or principal executive office at 4305 Santa Fe Avenue, Vernon, California 90058 (the "Scheduling Coordinator"); and (2) CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION, a California nonprofit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate (the "CAISO"). The Scheduling Coordinator and the CAISO are hereinafter referred to as the "Parties". Whereas: A. The Scheduling Coordinator has applied for certification by the CAISO under the certification procedure referred to in Section 4.5.1 of the CAISO Tariff. B. The Scheduling Coordinator wishes to submit Bids for Energy and Ancillary Services on the CAISO Controlled Grid under the terms and conditions set forth in the CAISO Tariff. NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretation. 1.1 Master Definitions Supplement. Terms and expressions used in this Agreement shall have the same meanings as those contained in the Master Definitions Supplement to the CAISO Tariff. 1.21 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; CAISO 040109 2 grl SO California I Your Link to Pawear SCHEDULING COORDINATOR AGREEMENT (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a Section, Article or Schedule shall mean a Section, Article or a Schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; (j) any reference to a day, week, month or year is to a calendar day, week, month or year; and (k) the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement. 2. Covenant of the Scheduling Coordinator. 2.1 The Scheduling Coordinator agrees that: 2.1.1 The CAISO Tariff governs all aspects of bidding and scheduling of Energy and Ancillary Services on the CAISO Controlled Grid, including (without limitation), the financial and technical criteria for Scheduling Coordinators, bidding, Settlement, information reporting requirements and confidentiality restrictions; 2.1.2 It will abide by, and will perform all of the obligations under the CAISO Tariff placed on Scheduling Coordinators in respect of all matters set forth therein including, without limitation, all matters relating to the bidding and scheduling of Energy and Ancillary Services on the CAISO Controlled Grid, obligations regarding CAISO_040109 3 California ISO Your Unk To Power .SCHEDULING COORDINATOR AGREEMENT Resource Adequacy Plans and other requirements of Section 40 of the CAISO Tariff applicable to Scheduling Coordinators for affected Load Serving Entities, ongoing obligations in respect of scheduling, Settlement, system security policy and procedures to be developed by the CAISO from time to time, billing and payments, confidentiality and dispute resolution; 2.1.3 It shall ensure that each UDC, over whose Distribution System Energy or Ancillary Services are to be transmitted in accordance with Bids submitted to the CAISO by the Scheduling Coordinator, enters into a UDC Operating Agreement in accordance with Section 4.4 of the CAISO Tariff; 2.1.4 It shall ensure that each Generator for which it submits Bids enters into a Participating Generator Agreement in accordance with Section 4.6 of the CAISO Tariff; 2.1.5 It shall have the primary responsibility to the CAISO, as principal, for all Scheduling Coordinator payment obligations under the CAISO Tariff; 2.1.6 Its status as a Scheduling Coordinator is at all times subject to the CAISO Tariff. 3. Term and Termination. 3.1 This Agreement shall commence on the later of (a) 1/25/10 or (b) the date the Scheduling Coordinator is certified by the CAISO as a Scheduling Coordinator. 3.2 This Agreement may be terminated in accordance with the provisions of Section 4.5.4.4 and 4.5.4.5 of the CAISO Tariff; provided, however, any outstanding financial right or obligation or any other right or obligation under the CAISO Tariff of the Scheduling Coordinator that may have arisen under this Agreement, and any provision of this Agreement necessary to give effect to such right or obligation, shall survive such termination until satisfied. The CAISO shall timely file any notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC rules regarding termination. 4. Settlement Account. 4.1 The Scheduling Coordinator shall maintain at all times an account with a bank capable of Fed -Wire transfer to which credits or debits shall be made in accordance with the billing and Settlement provisions of Section 11 of CAI SO_040109 4 California ISO Your Link to Power SCHEDULING COORDINATOR AGREEMENT the CAISO Tariff. Such account shall be the account as notified by the Scheduling Coordinator to the CAISO from time to time by giving at least 20 days written notice before the new account becomes operational, together with all information necessary for the CAISO's processing of a change in that account. 5. Agreement to be bound by CAISO Tariff. 5.1 The CAISO Tariff is incorporated herein and made a part hereof. In the event of a conflict between the terms and conditions of this Agreement and any other terms and conditions set forth in the CAISO Tariff, the terms and conditions of the CAISO Tariff shall prevail. 6. Electronic Contracting. 6.1 All submitted applications, schedules, Bids, confirmations, changes to information on file with the CAISO and other communications conducted via electronic transfer (e.g. direct computer link, FTP file transfer, bulletin board, e-mail, facsimile or any other means established by the CAISO) shall have the same legal rights, responsibilities, obligations and other implications as set forth in the terms and conditions of the CAISO Tariff as if executed in written format. 7. Penalties and Sanctions. 7.1 The Scheduling Coordinator shall be subject to all penalties made applicable to Scheduling Coordinators set forth in the CAISO Tariff. 8. Costs. 8.1 The Scheduling Coordinator shall be responsible for all its costs incurred for the purpose of meeting its obligations under this Agreement. 9. Dispute Resolution. 9.1 The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that any reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. CAISO_040109 5 California ISO Your Unkto Power SCHEDULING COORDINATOR AGREEMENT 10. Representation and Warranties. 10.1 Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. 11. Liability. 11.1 The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement, except that all references in Section 14 of the CAISO Tariff to Market Participants shall be read as references to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. 12. Uncontrollable Forces. 12.1 Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement. 13. Miscellaneous. 13.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 13.2 Notices. Any notice, demand or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 1. A Party must update the information in Schedule 1 of this Agreement as information changes. Such changes shall not constitute an amendment to this Agreement. 13.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter CAISO_040109 6 California ISO YourUnkto Power SCHEDULING COORDINATOR AGREEMENT arising in connection with this Agreement, shall not constitute or be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay, short of the statutory period of limitations, in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 13.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with, the laws of the State of California, except its conflict of law provisions. The Parties irrevocably consent that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply, shall be brought in any of the following forums, as appropriate: any court of the State of California, any federal court of the United States of America located in the State of California, or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 13.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 13.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 13.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 13.8 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that require FERC approval shall not take effect until FERC has accepted such amendments for filing and made them effective. Nothing contained herein shall be construed as affecting in any way the right of the CAISO to unilaterally make application to FERC for a CAISO_040109 7 California ISO Your[. ink to Power SCHEDULING COORDINATOR AGREEMENT change in the rates, terms and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the Scheduling Coordinator shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. 13.9 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 8 California ISO Your Unkto Flower SCHEDULING COORDINATOR AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officials. California Independent System Operator Corporation By: Name: Title: Date: Z � � City of Vernon By: Name: Donal O'Callaghan Title: Dir.ecto= of Light and Power Date: :TqnlI - � January 25, 2010 A TEST: lltt.�l4) MANUELA GIRON, Ci-`y Clerk CAISO_04O109 9 California ISO Your Link to Power SCHEDULE1 NOTICES [Section 13.2] Scheduling Coordinator Name of Primary SCHEDULING COORDINATOR AGREEMENT Representative: Abraham Alemu Title: Electric Resource Planning & Development Manager Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax No: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Title: Resource Scheduler Company: City of Vernon Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email Address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax No: (323) 826-3629 CAISO_040109 10 gra California ISO Your Link to power .SCHEDULING COORDINATOR AGREEMENT CAISO Name of Primary Representative: Ms. Roni L. Reese Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 GAISO_040109 11 CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION AND CITY OF VERNON METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS California ISO Yawr UnkYo Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS THIS AGREEMENT is dated this 31st day of March, 2009, and is entered into, by and between: (1) City of Vernon having its registered and principal place of business located at 4305 Santa Fe Avenue, Vernon, California 90058 (the CISCI), and (2) California Independent System Operator Corporation, a California non-profit public benefit corporation having a principal executive office located at such place in the State of California as the CAISO Governing Board may from time to time designate, initially 151 Blue Ravine Road, Folsom, California 95630 (the "CAISO"). The Scheduling Coordinator and the CAISO are hereinafter referred to as the "Parties". Whereas: A. Section 10 of the CAISO Tariff requires the CAISO to enter into a meter service agreement with each Scheduling Coordinator responsible for providing Settlement Quality Meter Data for Scheduling Coordinator Metered Entities that it represents. B. Section 10 of the CAISO Tariff requires Scheduling Coordinators to ensure that the Scheduling Coordinator Metered Entities that they represent adhere to the requirements and standards for Metering Facilities set forth in Section 10.3. C. The Parties are entering into this Agreement in order to establish the terms and conditions upon which the CAISO and the Scheduling Coordinator shall discharge their respective duties and responsibilities pursuant to this Agreement and the CAISO Tariff. D. All obligations and responsibilities included in this Agreement may be set forth in further detail in the CAISO Tariff. CA I SO_040109 CaliforniaLink to Power SO Your UnMETER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS NOW THEREFORE, in consideration of the mutual covenants set forth herein, THE PARTIES AGREE as follows: ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Master Definitions Supplement. All terms and expressions used in this Agreement shall have the same meaning as those contained in the Master Definitions Supplement to the CAISO Tariff. 1.2 Rules of Interpretation. The following rules of interpretation and conventions shall apply to this Agreement: (a) if there is any inconsistency between this Agreement and the CAISO Tariff, the CAISO Tariff will prevail to the extent of the inconsistency; (b) the singular shall include the plural and vice versa; (c) the masculine shall include the feminine and neutral and vice versa; (d) "includes" or "including" shall mean "including without limitation"; (e) references to a section, article or schedule shall mean a section, article or a schedule of this Agreement, as the case may be, unless the context otherwise requires; (f) a reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented or restated through the date as of which such reference is made; (g) unless the context otherwise requires, references to any law shall be deemed references to such law as it may be amended, replaced or restated from time to time; (h) unless the context otherwise requires, any reference to a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having separate legal personality; (i) unless the context otherwise requires, any reference to a Party includes a reference to its permitted successors and assigns; (j) any reference to a day, week, month or year is to a calendar day, week, month or year; CAI SO_040109 2 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS (k) the captions and headings in this Agreement are inserted solely to facilitate reference and shall have no bearing upon the interpretation of any of the terms and conditions of this Agreement; and (1) references to the CAISO Tariff and other CAISO Documents shall be interpreted in accordance with any exceptions or exemptions to such as may have been granted by the CAISO. ARTICLE II TERM AND TERMINATION 2.1 Effective Date. This Agreement shall be effective as of the later of the date of execution of this Agreement, or the date it is accepted and made effective by FERC, if such FERC filing is required, and shall remain in full force and effect until terminated by operation of law or pursuant to Section 2.2 of this Agreement. 2.2 Termination 2.2.1 Termination by CAISO. Subject to Section 4.2 the CAISO may terminate this Agreement by giving written notice of termination in the event that the Scheduling Coordinator commits any default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given it written notice of the default, unless excused by reason of Uncontrollable Force in accordance with Section 14.1 of the CAISO Tariff. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO's notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. 2.2.2 Termination by SC. In the event that the Scheduling Coordinator wishes to terminate this Agreement, the Scheduling Coordinator shall give the CAISO_040109 3 ISO California Your fink to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS CAISO not less than ninety (90) days written notice. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement has been filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the request to file a notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within thirty (30) days of receipt of such request; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if such notice is required to be filed with FERC, or upon ninety (90) days after the CAISO's receipt of the Scheduling Coordinator's notice of termination, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders. ARTICLE III GENERAL TERMS AND CONDITIONS 3.1 Agreement Subject to CAISO Tariff. This Agreement shall be subject to the provisions of the CAISO Tariff which shall be deemed to be incorporated herein, as the same may be changed or superseded from time to time. The Parties agree that they will comply with the provisions of Section 10 and all other applicable provisions of the CAISO Tariff. 3.2 Requirements and Standards for Metering Facilities. The Scheduling Coordinator shall ensure that the Scheduling Coordinator Metered Entities it represents shall adhere to the requirements and standards for Metering Facilities of its Local Regulatory Authority. If that Scheduling Coordinator Metered Entity's Local Regulatory Authority has not set any requirements or standards in relation to any of its Metering Facilities, the Scheduling Coordinator representing that Scheduling Coordinator Metered Entity must comply with the requirements and standards for those Metering Facilities as set forth in this Agreement and the CAISO Tariff. 3.3 Obligations and Rights of the Scheduling Coordinator. 3.3.1 Meter Information. If the CAISO so requests, the Scheduling Coordinator shall provide in the format prescribed by Schedule 1 to this Agreement the required information with respect to the meters for all Scheduling Coordinator Metered Entities it represents including the reference to specific distribution loss factors or methodology it proposes to use as determined by the relevant UDC and approved by the relevant CAISO 040109 4 CaliforniaISO UnUnk to Power ��METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS Local Regulatory Authority. The Scheduling Coordinator must immediately notify the CAISO of any changes to the information provided to the CAISO in accordance with this Section 3.3.1 and provide the CAISO with any information in relation to such change as reasonably requested by the CAISO. Any amendments or additions to Schedule 1 shall not constitute an amendment to this Agreement. 3.3.2 Assistance and Cooperation of Scheduling Coordinator. The Scheduling Coordinator shall ensure that the CAISO shall, upon reasonable notice, have access to the entire Metering Facilities of the Scheduling Coordinator Metered Entities that it represents from the meter data server to the Metering Facilities in order to inspect, test or otherwise audit those Metering Facilities. 3.3.3 Profiled and Cumulative Meter Data. The Scheduling Coordinator shall provide the CAISO with any applicable Approved Load Profile for each Scheduling Coordinator Metered Entity that it represents that is load profiled in accordance with the CAISO Tariff. The Scheduling Coordinator shall provide a copy of the Approved Load Profile applicable to each Scheduling Coordinator Metered Entity (if any) that it represents, which shall be set forth in Schedule 2 to this Agreement. The Scheduling Coordinator must immediately notify the CAISO of any changes to the Approved Load Profiles referred to in Schedule 2 to this Agreement and provide the CAISO with a copy of the new or amended Approved Load Profile. Such change to Schedule 2 shall not constitute an amendment to this Agreement. 3.3.4 Security and Validation Procedures. The Scheduling Coordinator shall apply to the Meter Data of the Scheduling Coordinator Metered Entities that it represents the security and validation procedures prescribed by the relevant Local Regulatory Authority. If the relevant Local Regulatory Authority has not prescribed any such procedures, the Scheduling Coordinator shall apply the procedures set forth in the CAISO Tariff. Meter Data submitted by a Scheduling Coordinator for Scheduling Coordinator Metered Entities shall conform to these standards unless the CAISO has, at its discretion, exempted the Scheduling Coordinator from these standards. 3.4 Obligations and Rights of the CAISO. CAISO 040109 5 gral California ISO Yourr I.Ink to flowerMETER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS 3.4.1 Exemptions Granted by CAISO. Any exemptions provided for under the CAISO Tariff that are granted by the CAISO shall be set forth in Schedule 3 to this Agreement. Any amendment or addition to Schedule 3 shall not constitute an amendment to this Agreement. 3.4.2 CAISO as Third -Party Beneficiary. The CAISO shall be a third -party beneficiary to the agreements between the Scheduling Coordinator and Scheduling Coordinator Metered Entities that the Scheduling Coordinator represents. Such agreements shall grant the CAISO access to any relevant information, records and facilities of the Scheduling Coordinator Metered Entity as needed for the CAISO to fulfill its obligations under this Agreement and the CAISO Tariff. ARTICLE IV PENALTIES & SANCTIONS 4.1 Penalties. If the Scheduling Coordinator provides inaccurate or incorrect Settlement Quality Meter Data or fraudulent Meter Data to the CAISO, the CAISO shall be entitled to impose penalties and sanctions, including but not limited to suspension of trading rights following 14 days written notice to the Scheduling Coordinator. Fraudulent Meter Data means any data provided to the CAISO by the Scheduling Coordinator that the Scheduling Coordinator knows to be false, incorrect or incomplete at the time it provided it to the CAISO. All penalties and sanctions shall be set forth in Schedule 4 Part A or in the CAISO Tariff. No penalties or sanctions, including the suspension of trading rights, may be imposed under this Agreement unless a Schedule or CAISO Tariff provision providing for such penalties or sanctions has first been filed with and made effective by FERC. Nothing in the Agreement, with the exception of the provisions relating to the CAISO ADR Procedures, shall be construed as waiving the rights of the Scheduling Coordinator to oppose or protest any penalty proposed by the CAISO to the FERC or the specific imposition by the CAISO of any FERC-approved penalty on the Scheduling Coordinator. The CAISO will provide notice to all Scheduling Coordinators of any filing of proposed penalties or sanctions with the FERC. The CAISO shall notify the Scheduling Coordinator of those approved penalties within 14 days of their approval by the FERC. 4.2 Corrective Measures. If the Scheduling Coordinator or any Scheduling Coordinator Metered Entity that it represents fails to meet or maintain the standards for Metering Facilities or comply with the audit or test procedures as set forth in the CAISO Tariff, the CAISO shall be permitted to take corrective measures. Details of the corrective measures and rights CAISO_040109 6 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS the CAISO may exercise upon any failure by any entity to meet those standards for Metering Facilities or to comply with the audit or test procedures shall be set forth in Schedule 4 Part B or in the CAISO Tariff. ARTICLE V ACCESS TO METER DATA 5.1 Third Parties. Third parties that are authorized by the Scheduling Coordinator to access the Meter Data of a Scheduling Coordinator Metered Entity held by the CAISO and that are entitled to such Meter Data shall be identified in Schedule 5 to this Agreement. The Scheduling Coordinator shall not provide a third party access to Meter Data of a Scheduling Coordinator Metered Entity unless the Scheduling Coordinator has permission from that Scheduling Coordinator Metered Entity to provide that access. The relevant UDCs and TOs shall be included in Schedule 5 provided that the Scheduling Coordinator Metered Entity has granted those UDCs and TOs access to its Meter Data. Any amendment or addition to Schedule 5 shall not constitute an amendment to this Agreement. The Scheduling Coordinator shall, on request by the Scheduling Coordinator Metered Entity, access the Meter Data held by the CAISO relating to that Scheduling Coordinator Metered Entity and provide that Meter Data to the Scheduling Coordinator Metered Entity in a timely manner. ARTICLE VI COSTS 6.1 Certification, Inspection and Auditing of Meters. The Scheduling Coordinator shall be responsible for all reasonable costs incurred by the CAISO or a CAISO Authorized Inspector in connection with them carrying out the certification, inspection, testing or auditing of the meters identified in Schedule 1 from which the Scheduling Coordinator provides Meter Data to the CAISO. The CAISO or CAISO Authorized Inspector will furnish the Scheduling Coordinator, upon request, an itemized bill for such costs. CAISO_040109 7 California ISO Your Unkto Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS ARTICLE VII DISPUTE RESOLUTION 7.1 Dispute Resolution. The Parties shall make reasonable efforts to settle all disputes arising out of or in connection with this Agreement. In the event any dispute is not settled, the Parties shall adhere to the CAISO ADR Procedures set forth in Section 13 of the CAISO Tariff, which is incorporated by reference, except that all reference in Section 13 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator Metered Entity and references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE VIII REPRESENTATIONS AND WARRANTIES 8.1 Representations and Warranties. Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law. 8.2 Necessary Authority. The Scheduling Coordinator represents and warrants that all of the entities which it identifies on Schedule 1 as Scheduling Coordinator Metered Entities that it represents have granted it all necessary authority to enable it to carry out its obligations under this Agreement and the CAISO Tariff, and, subject to the execution and delivery by the CAISO, this Agreement will be enforceable against the Scheduling Coordinator in accordance with its terms. 8.3 Meter Data Access. The Scheduling Coordinator represents and warrants that all third parties referred to in Schedule 5 to this Agreement have been authorized by the relevant Scheduling Coordinator Metered Entity as having access to its Settlement Quality Meter Data. ARTICLE IX LIABILITY AND INDEMNIFICATION 9.1 Liability and Indemnification. The provisions of Section 14 of the CAISO Tariff will apply to liability arising under this Agreement except that all references in Section 14 of the CAISO Tariff to Market Participants CAISO 040109 8 Ora CW California Your LJtil� to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS shall be read as references to the Scheduling Coordinator and references in the CAISO Tariff shall be read as references to this Agreement. ARTICLE X UNCONTROLLABLE FORCES 10.1 Uncontrollable Forces. Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as references to the Scheduling Coordinator and all references to the CAISO Tariff shall be read as references to this Agreement. ARTICLE XI MISCELLANEOUS 11.1 Assignments. Either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party's prior written consent in accordance with Section 22.2 of the CAISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement. 11.2 Notices. Any notice, demand or request which may be given to or made upon either Party regarding this Agreement shall be made in accordance with the Scheduling Coordinator's Scheduling Coordinator Agreement and in accordance with Section 22.4 of the CAISO Tariff, provided that all references in Section 22.4 of the CAISO Tariff to Market Participants shall be read as a reference to the Scheduling Coordinator and references to the CAISO Tariff shall be read as references to this Agreement, and unless otherwise stated or agreed shall be made to the representative of the other Party indicated in Schedule 6. A Party must update the information in Schedule 6 as information changes. Such changes shall not constitute an amendment to this Agreement. 11.3 Waivers. Any waiver at any time by either Party of its rights with respect to any default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter arising in connection with this Agreement. Any delay short of the statutory period of CAISO_040109 9 California ISO Your Unkto Fowor METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS limitations in asserting or enforcing any right under this Agreement shall not constitute or be deemed a waiver of such right. 11.4 Governing Law and Forum. This Agreement shall be deemed to be a contract made under and for all purposes shall be governed by and construed in accordance with the laws of the State of California, except its conflict of law provisions. The Scheduling Coordinator irrevocably consents that any legal action or proceeding arising under or relating to this Agreement to which the CAISO ADR Procedures do not apply shall be brought in any of the following forums, as appropriate: any court of the State of California, any federal court of the United States of America located in the State of California or, where subject to its jurisdiction, before the Federal Energy Regulatory Commission. 11.5 Consistency with Federal Laws and Regulations. This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement. 11.6 Merger. This Agreement constitutes the complete and final agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. 11.7 Severability. If any term, covenant, or condition of this Agreement or the application or effect of any such term, covenant, or condition is held invalid as to any person, entity, or circumstance, or is determined to be unjust, unreasonable, unlawful, imprudent, or otherwise not in the public interest by any court or government agency of competent jurisdiction, then such term, covenant, or condition shall remain in force and effect to the maximum extent permitted by law, and all other terms, covenants, and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect and the Parties shall be relieved of their obligations only to the extent necessary to eliminate such regulatory or other determination unless a court or governmental agency of competent jurisdiction holds that such provisions are not separable from all other provisions of this Agreement. 11.8 Amendments. This Agreement and the Schedules attached hereto may be amended from time to time by the mutual agreement of the Parties in writing. Amendments that are subject to FERC approval shall not take effect until FERC has accepted such amendments for filing and has made them effective. Nothing contained herein shall be construed as affecting in any way the right of the CAISO to unilaterally make application to FERC for a change in the rates, terms and conditions of this Agreement under Section 205 of the FPA and pursuant to FERC's rules and regulations promulgated thereunder, and the Scheduling Coordinator shall have the CAISO_040109 10 California ISO Your Lnkto Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS right to make a unilateral filing with FERC to modify this Agreement pursuant to Section 206 or any other applicable provision of the FPA and FERC's rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by the other Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the FPA and FERC's rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein. 11.9 Counterparts. This Agreement may be executed in one or more counterparts at different times, each of which shall be regarded as an original and all of which, taken together, shall constitute one and the same Agreement. CAISO_040109 11 California ISO Your LinkYa Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS Your IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on behalf of each by and through their authorized representatives as of the date hereinabove written. California Independent System Operator Corporation By: Name: /-t� Title: Date: City of Vernon By: Na Title: Director of Light and Power Date: January 25, 2010 ATTEST: i 14A NUELA GIRO , ty Clerk CAISO_040109 12 California ISO Your Link Co PowerMETER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 1 METER INFORMATION [Section 3.3.1] Meter Number Name of the Facility: City of Vernon Contact details for Scheduling Coordinator Metered Entity Representative Abraham Alemu Electric Resources Planning & Development Manager 4305 Santa Fe Avenue Vernon, California 90058 (323) 826-3643 CAISO_040109 13 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE2 APPROVED LOAD PROFILE [Section 3.3.3] Attach details of each Approved Load Profile used by the Scheduling Coordinator Metered Entities represented by the Scheduling Coordinator, the names of the Scheduling Coordinator Metered Entities that use each of those Approved Load Profiles and the name of the Local Regulatory Authority that approved each of those Approved Load Profiles. CAISO_040109 14 California ISO Your Link to Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE3 EXEMPTIONS FROM METERING STANDARDS AND OTHER REQUIREMENTS [Section 3.4.1] Exemption Attach variation with an explanation. NONE Name of the relevant Local Regulatory Authority which sets security and validation standards for the Scheduling Coordinator Metered Entity. NONE Other Exemptions NONE CAISO_040109 15 graCaliforniaLink to Power ISO Yoourur lJMETER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 4 PART A CAISO IMPOSED PENALTIES AND SANCTIONS [Section 4.1] TO BE INSERTED UPON FERC APPROVAL PART B CORRECTIVE MEASURES [Section 4.2] TO BE DEVELOPED CAISO_040109 16 California ISO Your unk t4 Power METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE5 ACCESS TO METER DATA [Section 5.1] List the third parties authorized by each Scheduling Coordinator Metered Entity represented by the Scheduling Coordinator to access that Scheduling Coordinator Metered Entity's Settlement Quality Meter Data. Southern California Edison Colorado Energy Management CAISO_040109 17 California fa Your Link to PowerMETER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS SCHEDULE 6 NOTICE [Section 11.2] Name of Primary Representative: Abraham Alemu Company: City of Vernon Title: Electric Resources Planning & Development Manager Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email address: aalemu@ci.vernon.ca.us Phone: (323) 826-3643 Fax: (323) 826-3629 Name of Alternative Representative: Efrain Sandoval Company: City of Vernon Title: Resource Scheduler Address: 4305 Santa Fe Avenue City/State/Zip Code: Vernon, CA 90058 Email address: esandoval@ci.vernon.ca.us Phone: (323) 826-1424 Fax: (323) 826-3629 CAISO_040109 18 I 1C California ISO Yourkink Lo Pawer METER SERVICE AGREEMENT FOR SCHEDULING COORDINATORS CAISO: Name of Primary Representative: Ms. Roni L. Reese Title: Sr. Contracts Analyst Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: rreese@caiso.com Phone: (916) 608-7027 Fax: (916) 608-7292 Name of Alternative Representative: Christopher J. Sibley Title: Sr. Contracts Negotiator Address: 151 Blue Ravine Road City/State/Zip Code: Folsom, CA 95630 Email address: csibley@caiso.com Phone: (916) 608-7030 Fax: (916) 608-7292 CAISO_040109 19 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 26, 2010 California Independent System Operator Corp. Attn: Roni Reese, Sr. Contracts Analyst 151 Blue Ravine Road Folsom, CA 95630 Re: Pro Forma Service Agreements (Scheduling Coordinator Agreement, Meter Service Agreement for Scheduling Coordinators and the Congestion Revenue Rights Entity Agreement) Dear Ms. Reese: Transmitted herewith are two each of the partially executed Pro Forma Service agreements, referenced above, approved by City Council January 25, 2010, through Resolution No. 2010-14. Upon complete execution, please return one fully executed original agreement of each 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 Giron City Clerk NG:dj c: Donal O'Callaghan Resolution No. 2010-14 Agreement File No. 10-008 E Cc&sivefy Industriaf RECEIVED AN 1 4 2010 - APPROVED JAIN 2" '10 CITY COUNCIL CITY CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: January 12, 2010 \\o TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, Director of Light & Power RE: Pro Forma Service Agreements Purpose: The California Independent System Operator (CAISO) has requested updated .versions of three of its Service Agreements between the CAISO and the City of Vernon. The existing agreements do not reflect the implementation of the Market Redesign and Technology Upgrade. Attached are.two originals of each of the Scheduling Coordinator Agreement (SCA), the Meter Service Agreement for Scheduling Coordinators (MSA/SC) and the Congestion Revenue Rights Entity Agreement (CRREA) which are the new MRTU versions, Recommendation: Staff recommends for the City Council to authorize the Director of Light and Power to execute the attached agreements. Staff would like this matter to be addressed on the January 25t", 2010 City Council meeting. Fiscal Impact: There is no known fiscal impact. /�M California ISO Your Link to Power December 23, 2009 Via FedEx delivery Efrain Sandoval Resource Scheduler City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Dear Efrain: California Independent System Operator Corporation As you may know, the California Independent System Operator Corporation ("CAISO") has been working diligently to implement the Market Redesign and Technology Upgrade ("MRTU"). MRTU includes a new version of the CAISO tariff and associated new versions of the CAISO's pro forma service agreements. After considerable efforts MRTU became a reality on April 1, 2009. As a result of this implementation, the CAISO will now begin the process of replacing the current pro forma service agreements with the new MRTU versions. Accordingly, enclosed are two (2) originals each of the MRTU version of the Scheduling Coordinator Agreement (SCA), the Meter Service Agreement for Scheduling Coordinators (MSA/SC) and the Congestion Revenue Rights Entity Agreement (CRREA) between City of Vernon ("Vernon") and CAISO, for execution by Vernon. Please obtain the appropriate signature, date, and fill in the name and title of the signatory where indicated in the signature block for each of the originals of the Agreement and return all six originals to my attention at California ISO, 151 Blue Ravine Road, Folsom, CA 95630. Once the CAISO signatory has executed the Agreement, I will return one fully executed original of each to you. Please note that these Agreements are amended and restated versions of the existing Agreements and that the existing agreements should be treated as superseded by the new agreements; thus, the effective date on page 1 of each agreement will read as March 31, 2009, which is the effective date of the new pro formas and ISO Tariff. If you have any questions about the execution version of these Agreements or the execution process, please feel free to contact me by email at rreese@caiso.com or by phone at (916) 608-7027. Sincerely, '%tae Roni Reese Sr. Contracts Analyst Enclosures (6) cc: w/o enclosure Tish Collins, CAISO David Timson, CAISO Elaine Siegel, CAISO Cheryl Adler, CAISO REPPVgEO DEC 2009 LIGHT & PfWER DEPT. www.caiso.com 1 151 Blue Ravine Road I Folsom, CA 95630 1916.351.4400 i INTEROFFICE Light & Power Department Date: January, 12 2010 � v To: Donal O'Callaghan Director of Light and Power From: Abraham Alemu A -A Resource Planning & Development Manager Subject: Pro Forma Service Agreements MEMORANDUM The California Independent System Operator (CAISO) has requested updated versions of three, of its Service Agreements between the CAISO and the City of Vernon. The existing agreements do not reflect the implementation of the Market Redesign and Technology Upgrade. Attached are two originals of each of the Scheduling Coordinator Agreement (SCA), the Meter Service Agreement for Scheduling Coordinators (MSA/SC) and the Congestion Revenue Rights Entity Agreement (CRREA) which are the new MRTU versions. DO:AA:eo Attachments c: Abraham Alemu Document Control CITY ATTORNEY'S OFFICE MEMORANDUM TO: Donal O'Callaghan, Director of Light & Power FROM: Diana H. Varat, Assistant City Attorney CC: Laurence S. Wiener, City Attorney Gena M. Stinnett, Assistant City Attorney Abraham Alemu, Resource Planning and Development Manager DATE: January 19, 2010 SUBJECT: CAISO Pro Forma Service Agreements — Approved as to Form The City Attorney's office has reviewed the Pro Form Service Agreements with the California Independent System Operator ("CAISO") and has approved it as to form. Please let me know if you should have any remaining questions or concerns. 12720-0007\1200470v1.doc