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Project 187 - Contract - So. California Edison - 2010-08-12 ° SOUTHERN CALIFORNIA EDISON COMPANY NET ENERGY METERING AND GENERATING FACILITY INTERCONNECTION AGREEMENT This Net Energy Metering and Generating Facility Interconnection Agreement ('Agreement") is entered into by and between Costa Mesa Sanitary District ("Customer"), and Southern California Edison Company ("SCE"), sometimes also referred to herein jointly as 'Parties or individually as 'Party 1 APPLICABILITY This Agreement is applicable only to customers who satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2) of the California Public Utilities Code. 2. SUMMARY OF GENERATING FACILITY AND CUSTOMER ACCOUNT 2.1 Generating Facility Identification number NM 19444 2.2 Customer Meter Number 349-027313 2.3 Customer Service Account Number 3-035-4826-06 2.4 Applicable Rate Schedule: GS-2 2.5 Generating Facility Location: 174 E Wilson St Costa Mesa, CA 92627 2.5.1 This Agreement is applicable only to the Generating Facility described below and installed at the above location. The Generating Facility may not be relocated or connected to SCE's system at any other location without SCE's express written permission. 2.6 Generating Facility Technology (Solar Wind or Hybrid): Solar 2.7 Generating Facility Nameplate Rating (kW): 10.8 kW 2.8 Estimated monthly energy production of Generating Facility 1555 kWh (kWh): 2.9 Customer's estimated date when the Generating Facility 9/18/2010 will be ready to commence parallel operation with SCE's electric system: 3. GENERATING FACILITY INTERCONNECTION AND DESIGN REQUIREMENTS: 3.1 Customer shall be responsible for the design, installation, operation, and maintenance of the Generating Facility and shall obtain and maintain any required governmental authonzations and/or permits. 3.2 The Generating Facility shall meet all applicable safety and performance standards established by the National Electrical Code, the Institute of Electrical and Electronics Engineers ("IEEE"), and accredited testing laboratories such as Underwriters Laboratories ("UL'), and, where applicable, rules of the California Public Utilities Commission ("Commission") regarding safety and reliability This requirement shall include, but not be limited to, the provisions of IEEE Standard 929 and UL Standard 1741 and SCE's Rule 21 Generating Facility Interconnection. 3.3 Customer shall not commence parallel operation of the Generating Facility until written approval has been provided to it by SCE. SCE shall provide such written approval within ten (10) working days from SCE's receipt of a copy of the final inspection or approval of the Generating Facility which has been issued by the governmental authority having jurisdiction to inspect and approve the installation. Such approval shall not be unreasonably withheld. 3.4 SCE shall have the right to have its representatives present at the final inspection made by the governmental authority having jurisdiction to inspect and approve the installation of the Generating Facility Customer may be required to notify SCE in accordance with the terms of Section 11 herein, at least five (5) days prior to such inspection. NMID• 19444, Form 16-344 (06/2009Idr) Page 1 of 4 SOUTHERN CALIFORNIA EDISON COMPANY NET ENERGY METERING AND GENERATING FACILITY INTERCONNECTION AGREEMENT 3.5 Customer shall not add generation capacity in excess of the Nameplate Rating set forth in Section 2.7 of this Agreement, or otherwise modify the Generating Facility without the prior written permission of SCE. 4. METERING AND BILLING: Metering requirements and billing procedures shall be set forth in the SCE and/or Energy Service Provider's rate schedule(s) applicable to the electric service account assigned to the location where the Generating Facility is connected. 5. DISCONNECTION, INTERRUPTION OR REDUCTION OF DELIVERIES: 5.1 SCE may require Customer to interrupt or reduce the output of its Generating Facility under the following circumstances' (a)Whenever SCE deems it necessary in its sole judgment, to construct, install, maintain, repair replace, remove, investigate, or inspect any of its equipment or any part of its electric system; or (b) Whenever SCE determines in its sole judgment, that curtailment, interruption, or reduction of Customer's electrical generation is otherwise necessary due to emergencies, forced outages, force majeure, or compliance with prudent electrical practices. 5.2 Notwithstanding any other provision of this Agreement, upon termination of this Agreement or at any time SCE determines the continued parallel operation of the Generating Facility may endanger the public or SCE personnel, or affect the integrity of SCE's electric system or the quality of electric service provided to other customers, SCE shall have the right to require the Generating Facility to be immediately disconnected from SCE's electric system. The Generating Facility shall remain disconnected until such time as SCE is satisfied, in its sole judgment, that the condition(s) causing such disconnection have ended or have been corrected. 5.3 Whenever feasible, SCE shall give Customer reasonable notice of the possibility that interruption or reduction of deliveries may be required. 5.4 Electrical energy and capacity provided to Customer during periods of curtailment or interruption of the output of the Generating Facility shall be provided pursuant to the terms of the rate schedule(s) applicable to the electric service account to which the Generating Facility is connected. 6. ACCESS TO PREMISES: SCE may enter Customer's premises at all reasonable hours without notice to Customer for the following purposes: (a) To inspect Customer's protective devices and read or test meter(s) and (b) To disconnect the Generating Facility and/or service to Customer whenever in SCE's sole opinion, a hazardous condition exists and such immediate action is necessary to protect persons, SCE's facilities, or property of others from damage or interference caused by the Generating Facility or the absence or failure of properly operating protective devices. 7 INDEMNITY AND LIABILITY 7 1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability damage, claim, cost, charge, demand, or NMID. 19444, Form 16-344 (06/20091dr) Page 2 of 4 SOUTHERN CALIFORNIA EDISON COMPANY NET ENERGY METERING AND GENERATING FACILITY INTERCONNECTION AGREEMENT expense, including attorneys' fees) for injury or death to persons, including employees of either Party and damage to property including property of either Party arising out of or in connection with (a) the engineering, design, construction, maintenance, repair operation, supervision, inspection, testing, protection or ownership of the indemnitor's facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor's facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However neither Party shall be indemnified hereunder for its loss, liability damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct. 7.2 The indemnitor shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees, that may be incurred by the other Party in enforcing this indemnity 7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy 7 4 Except as otherwise provided in Section 7 1 neither Party shall be liable to the other Party for consequential damages incurred by that Party 7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it. 7.6 Notwithstanding the provisions of Section 71 Customer shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of SCE's facilities, and SCE shall not be liable for any such damage so caused. 8. GOVERNING LAW This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. 9. CALIFORNIA PUBLIC UTILITIES COMMISSION: 9 1 This Agreement shall at all times be subject to such changes or modifications by the Commission as the Commission may from time to time, direct in the exercise of its jurisdiction. 9.2 Notwithstanding any other provisions of this Agreement, SCE has the right to unilaterally file with the Commission, pursuant to the Commission's rules and regulations, an application for change in rates, charges, classification, service, or rule or any agreement relating thereto. 10. AMENDMENT MODIFICATIONS, WAIVER OR ASSIGNMENT 10.1 This Agreement may not be altered or modified by either of the Parties, except by an instrument in writing executed by each of them. 10.2 None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 10.3 This Agreement shall supersede any existing agreement under which Customer is currently operating the Generating Facility identified in Section 2, herein, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. NMID• 19444, Form 16-344 (06/20091dr) Page 3 of 4 SOUTHERN CALIFORNIA EDISON COMPANY NET ENERGY METERING AND GENERATING FACILITY INTERCONNECTION AGREEMENT 10 4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty agreement or other statement not set forth in this Agreement. 10.5 Neither Party shall voluntarily assign this Agreement or any of its rights or duties hereunder without the written consent of the other Party which consent shall not be unreasonably withheld. Any such assignment or delegation made without such written consent shall be null and void. 11 NOTICES: 11 1 Any notice required under this Agreement shall be in writing and mailed at any United States Post Office with postage prepaid and addressed to the Party or personally delivered to the Party at the address below Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows: CUSTOMER SOUTHERN CALIFORNIA EDISON CO. Costa Mesa Sanitary District Attn: NEM Program Administrator 628 W 19th St Customer Solar & Self-Generation Costa Mesa, CA P 0 Box 800 92627 Rosemead, CA 91770 11.2 Customer's notices to SCE pursuant to this Section shall refer to the Generating Facility Identification Number that is set forth in Section 2.1 12. TERM AND TERMINATION OF AGREEMENT 12.1 This Agreement shall become effective when signed by Customer and SCE, and shall remain in effect thereafter from month to month unless terminated by either Party on thirty (30) days' prior written notice in accordance with Section 11 12.2 This Agreement shall terminate, without notice, upon: (a) termination of the electric distribution service provided to Customer by SCE, or (b) changes to Customer's electric load which cause Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2) of the California Public Utilities Code and (c) termination of eligible Customer's Net Energy Metering arrangements with its Electric Service Provider 13. SIGNATURES: IN WITNESS WHEREOF the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of the latter of the two dates set forth below CUSTOMER SOUTHERN CALIFORNIA EDISON CO. By ':/ By Na Costa Mesa Sanitary District Name: Gary Barsley Title: Gone ra'- 011&rc4c.eC Title: Manager Customer Solar Programs Date: c /a to Date. NMID• 19444, Form 16-344 (06/20091dr) Page 4 of 4 SOUTHERN CALIFORNIA EDISON COMPANY NET ENERGY METERING AND GENERATING FACILITY INTERCONNECTION AGREEMENT 1 10 4 This Agreement contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty agreement or other statement not set forth in this Agreement. 10.5 Neither Party shall voluntarily assign this Agreement or any of its rights or duties hereunder without the written consent of the other Party which consent shall not be unreasonably withheld. Any such assignment or delegation made without such written consent shall be null and void. 11 NOTICES. 11 1 Any notice required under this Agreement shall be in writing and mailed at any United States Post Office with postage prepaid and addressed to the Party or personally delivered to the Party at the address below Changes in such designation may be made by notice similarly given. All written notices shall be directed as follows: CUSTOMER SOUTHERN CALIFORNIA EDISON CO. Costa Mesa Sanitary District Attn: NEM Program Administrator 628 W 19th St Customer Solar& Self-Generation Costa Mesa, CA P 0. Box 800 92627 Rosemead, CA 91770 11.2 Customer's notices to SCE pursuant to this Section shall refer to the Generating Facility Identification Number that is set forth in Section 2.1 12. TERM AND TERMINATION OF AGREEMENT 12.1 This Agreement shall become effective when signed by Customer and SCE, and shall remain in effect thereafter from month to month unless terminated by either Party on thirty (30) days' prior written notice in accordance with Section 11 12.2 This Agreement shall terminate, without notice, upon: (a) termination of the electric distribution service provided to Customer by SCE, or (b) changes to Customer's electric load which cause Customer to no longer satisfy all requirements of the definition of an Eligible Customer-Generator set forth in Section 2827(b)(2) of the California Public Utilities Code and (c) termination of eligible Customer's Net Energy Metering arrangements with its Electric Service Provider 13. SIGNATURES: IN WITNESS WHEREOF the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective as of the latter of Is the two dates set forth below CUSTOMER SOUTHERN CALIFORNIA EDISON CO. • </ --- By. Na Costa Mesa Sanitary District Name: Gary Barsley Title: Gore cc.,,. e-kanc,ser Title: Manager Customer Solar Programs Date: a- /0 Date: NMID• 19444, Form 16-344 (06/20091dr) Page 4 of 4