HomeMy WebLinkAboutRESO 965211
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Resolution No. 9652
Resolution of the Council of the City of Palo Alto Approving the Standard Form Edison
Electric Institute Master Power Purchase and Sale Agreement and the Standard Form
Master Renewable Energy Certificate Purchase and Sale Agreement
R E C I T A L S
A.On March 7, 2011, the Council adopted Resolution 9152 approving the Longterm
Electric Acquisition Plan Objectives, Strategies, and Implementation Plan, as subsequently
modified by Council on March 19, 2012 and April 16, 2012 (LEAP).
B.In accordance with LEAP, the City must actively monitor and manage
operational, counterparty and wholesale energy price risk by maintaining an adequate pool of
creditworthy suppliers and diversifying supply purchases across commitment date, start date,
duration, suppliers and pricing terms in alignment with rate stability objectives and reserve
guidelines.
C.The City's Energy Risk Management Policy provides for an antispeculation policy
l
D.The Utilities Strategic Plan strategic objectives are, among other things, to a)
negotiate supply contracts to minimize financial risk; and b) reduce cost of delivering service
through best management practices.
E.Through Resolution No. 9379, the Council authorized the City Manager, or his
designee, to execute purchases (and incidental sales) of renewable energy credits (RECs) to meet
PaloAltoGreen (PAG) Program, Renewable Portfolio Standard (RPS) and
Carbon Neutral Plan by negotiating and executing REC Master Agreements with thirteen pre
qualified suppliers subject to transaction term and expenditure limits enumerated in that
resolution.
F.By Ordinance No. 5387, Council approved changes to the Municipal Code
specifically streamlining the purchase and sale of wholesale utility commodities and services
and explicitly allowing for standard form Master Agreements.
G. The standard form electric master agreement is based on the year 2000 version
of the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement, and includes
special provisions in the form of a Cover Sheet (Standard Form Electric Master Agreement),
which is based on .
H.The standard form REC master agreement is based on the form of REC Master
Agreement previously approved by Council in Resolution No. 9379 (Standard Form REC Master
Agreement), and will be for suppliers transacting only in RECs.
I.Both the Standard Form Electric Master Agreement and the Standard Form
Master REC Agreement incorporates the contract terms and conditions required in City of Palo
Alto Municipal Code Section 2.30.340(c).
J.Each of the Standard Form Electric Master Agreement and Standard Form REC
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161128 jb 999Larson
Master Agreement negotiated with a specific electric and REC supplier, respectively, will be
recommended to Council for approval with maximum expenditure limits and transaction terms.
NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The Council hereby approves the attached Standard Form Electric Master
Agreement.
SECTION 2. The Council hereby approves the attached Standard Form REC Master
Agreement.
SECTION 3. The Council hereby finds and determines that the adoption of this
Resolution does not meet the definition of a project for the purposes of the California
Environmental Quality Act, under Public Resources Code Section 21065 and CEQA Guidelines
Section 15378(b)(5), because it is an administrative governmental activity, which will not cause a
direct or indirect physical change in the environment.
INTRODUCED AND PASSED: December 12, 2016
AYES: BURT, DUBOIS, FILSETH, HOLMAN, KNISS, SCHARFF, SCHMID, WOLBACH
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
Senior Deputy City Attorney City Manager
Director of Utilities
Director of Administrative Services
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MASTER RENEWABLE ENERGY CERTIFICATE
PURCHASE AND SALE AGREEMENT
2016
the City of Palo Alto, California, a chartered California municipal corporation with its primary
___________ with its primary business address at ____________________. Seller and
. This Master Agreement, together with Confirmation Letters, Attestation Form, and
other exhibits related to REC Transaction(s)
RECITALS:
A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this
Master Agreement;
B. Buyer wishes to enter into this Master Agreement with Seller to facilitate future Renewable
Energy Certificate (REC) purchases to manage various customer programs administered by
the Buyer;
C. Seller has access to RECs from Renewable Energy Facilities and wishes to enter into this
Master Agreement with Buyer to participate in the future REC Transactions that the City
may undertake from time to time; and
D. This Master Agreement facilitates, but does not guarantee, Seller qualifications to
competitively participate with other sellers in future REC Transactions, and it does not
guarantee that the City will enter into any future REC Transactions with the Seller.
NOW, THEREFORE, in consideration of the recitals and the covenants, terms and
conditions of this Master Agreement, the Parties agree:
AGREEMENT:
1.Term and Termination. The term of this Master Agreement shall commence on
the Effective Date, as set forth above, and shall remain in effect until terminated. This Master
such termination shall not be effective until all payments, deliveries and other obligations of the
Parties under this Master Agreement, and any Confirmation Letters executed thereunder, have been
completed.
2.Definitions. As used in this Master Agreement, the following terms have the
respective meanings set forth below, unless the context otherwise clearly indicates. Other
capitalized terms are defined elsewhere in this Master Agreement.
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Administrator
Markets Division of the Environmental Protection Agency, Applicable Tracking System,
Certification Authority, if applicable, and any Governmental Authority or other body with
jurisdiction over Certification under, or the transfer or transferability of Environmental Attributes
in, any particular Applicable Standard.
means all legally binding constitutions, treaties, statutes, laws,
ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions,
writs and orders of any Governmental Authority or arbitrator that apply to the Applicable
Standard or any one or both of the Parties or the terms hereof.
Standard means a domestic, international or foreign Renewable
Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable
energy, emissions reduction, or Product Reporting Rights program, scheme or organization,
adopted by a Governmental Authority or otherwise, other mandatory or voluntary standard or set
of rules, or other similar program with respect to which exists a market, registry or reporting for
particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable
Standard may include any legislation or regulation concerned with renewable energy, oxides of
nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the
administered by an Administrator, or under any present or future domestic, international or
foreign RECs, Products, Environmental Attributes or emissions trading program. Applicable
Standards do not include legislation providing for production tax credits or other direct third-
party subsidies for generation by a Renewable Energy Source.
Applicable Tracking System
generation attribute tracking system, or other system specified in the Confirmation Letter that
records generation from the Renewable Energy Facility in a particular geographic region, such as
WREGIS.
Attestation Form the Green-e Energy Renewable Attestation From
Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this
Master Agreement, or such other form required under the Applicable Standard, which includes a
binding declaration by the Seller, which substantiates the accuracy of the RECs and will provide all
information required under the Applicable Standard.
means with respect to any entity, such entity (i) files a petition or
otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause
of action under any bankruptcy, insolvency, reorganization or similar law, or has any such
petition filed or commenced against it, (ii) makes an assignment or any general arrangement for
the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv)
has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with
respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay
its debts as they fall due.
means any day, except a Saturday, Sunday, or any day observed as
a legal holiday by the City.
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means, if applicable, the certification by the Certification
Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the
qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable
Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an
Applicable Standard.
means an entity that certifies the generation,
characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or
Renewable Energy Source under an Applicable Standard, may include, as applicable, the
Administrator, Applicable Tracking System, a Governmental Authority, the Verification
Provider, one or both of the Parties, an independent auditor, or other third party, and should
include (i) if no Applicable Standard is specified, the Seller, or the generator of the RECs if the
Seller is not the generator, (ii) if the RECs are to be delivered pursuant to an Applicable
Standard, the Administrator of the Applicable Standard, or such other person or entity specified
by the Applicable Standard to perform Certification, or (iii) such other person or entity specified
by the Parties.
means any Renewable Energy Source that
is recognized under an Applicable Standard as specified by the Parties.
is defined in Section 12
Confirmation Letter Confirm
effect a REC Transaction in the form of Exhibit A, attached and incorporated by this reference,
specifying the terms of such REC Transaction, including the following: (1) any Environmental
Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and
sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if
necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the
Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the
Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter
constitutes part of, and is subject to, the terms and provisions of this Master Agreement.
means, with respect to the Non-Defaulting Party, the present value of
brokerage fees, commissions, attorneys fees, and other similar third party transaction costs and
expenses reasonably incurred by such Party either in terminating or replacing any arrangement
pursuant to this Master Agreement; and any charges, penalties, fines or fees imposed or assessed
against the Non-Defaulting Party by an Administrator or Governmental Authority on account of
delivery not occurring on the Delivery Deadline, as determined by the Non-Defaulting Party in a
commercially reasonable manner.
means with respect to a Party, on any date of determination, the
lower of its long-term senior unsecured debt rating (not supported by third party credit
enhancement) or its issuer rating by the specified rating agency.
is defined in Section 6.
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means date specified in the Confirmation Letter by which
the Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard.
Environmental Attribute an aspect, claim, characteristic, or benefit
associated with the generation of a quantity of electricity by a Renewable Energy Facility, other
than the Energy produced, and that is capable of being measured, verified or calculated. An
Environmental Attribute may include one or more of the following identified with a particular
megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the
CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or
credits obtained pursuant to requirements of Applicable Law in order to site and develop the
Renewable Energy Facility itself) or as otherwise defined under an Applicable Standard, or as
agreed by the Parties. Environmental Attributes do not include production tax credits or other
direct third-party subsidies for generation of electricity by any specified Renewable Energy
Facility.
is defined in Section 6.
is defined in Section 22.
means, with respect to any Party, an amount equal to the present value
of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a
Terminated Transaction, determined by it in a commercially reasonable manner.
means any national, federal, provincial, state,
municipal, county, regional or local government, administrative, judicial or regulatory entity
operating under any Applicable Laws and includes any department, commission, bureau, board,
administrative agency or regulatory body of any government.
- means an independent renewable energy certification and verification
program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit
organization based in San Francisco, California.
Interest Rate
means, with respect to any Party, an amount equal to the present value
of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated
Transaction, determined by it in a commercially reasonable manner.
means Buyer and Seller, individually or collectively, as
applicable.
means the RECs to be delivered in a particular Transaction, which
may include Environmental Attributes, Verifications, Certifications and other characteristics as
specified in a Confirmation Letter.
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means the exclusive right to report sole ownership
of the Product to any Certification Authority, Applicable Tracking System, Administrator,
Governmental Authority or other party, including under Section 1605(b) of the Energy Policy
Act of 1992, or under any present or future Applicable Standard.
means a particular, specific transaction to purchase RECs
agreed upon between the Parties as specified in a Confirmation Letter.
means the date specified on the Confirmation Letter.
or )means a certificate,
document, which is created by an Applicable Standard or a Certification Authority and is associated
Energy Sources by a Renewable Energy Facility. A REC shall include all Environmental Attributes
associated with the generation of such electricity, unless specified otherwise in a Confirmation
Letter and in accordance with the Applicable Standard, as well as all related Product Reporting
Rights, and shall be verified or certified by a Verification Provider or Certification Authority, in
accordance with the Applicable Standard. Such Environmental Attributes may be disaggregated and
retained, or sold separately, as the Parties agree. A REC is separate from the energy produced and
may be separately transferred or conveyed.
means an electric generation unit or other facility or
installation that produces electric energy using a Renewable Energy Source.
means an energy source that is not fossil carbon-
based, non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill,
gas, or wave, tidal and thermal ocean technologies.
or means a state or federal law, rule or
regulation that requires a stated amount or minimum proportion or quantity of electricity that is
sold or used by specified persons to be generated from Renewable Energy Sources.
means the Losses or Gains, and Costs which the Non-
Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to
Section 7.
is defined in Section 7.
means an entity that could be an entity other than the
Certification Authority, but could also be the Certification Authority, that verifies or audits
specified aspects of Products, RECs, or one or more specified Environmental Attributes.
means the calendar year, quarter, or other specified period of time in
which the energy associated with the REC was generated.
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means Western Electricity Coordinating Council, the western regional
council of the North American Electric Reliability Corporation (NERC).
means the Western Renewable Energy Generation Information
System, an independent, renewable energy tracking system for the region covered by the Western
Electricity Coordinating Council (WECC).
3.REC Transactions.
(a) Purchase and Sale: On the terms and subject to the conditions set forth in
this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase,
all of Seller's rights, title and interest in and to the RECs to be provided on
the dates and otherwise as set forth on any Confirmation Letter(s) now, or
hereafter, entered into between the Parties (Exhibit A, attached and
incorporated by this reference).
(b) Delivery Obligations: As specified in the applicable Confirmation Letter,
one of the following delivery obligations shall apply
to each Product quantity to be delivered under each REC Transaction:
If the Confirmation Letter provides that the RECs delivery obligation is:
(i) deliver the RECs by the Delivery Deadline, and
no ground for excuse other than Force Majeure shall apply;
(ii)
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, (due to the
performance of the Renewable Energy Facility); or
(iii) will be
excused to the extent the Renewable Energy Facility is not able to
generate Environmental Attributes in the Vintage or other agreed-to
time period as specified in the Confirmation Letter, due to a delay or
failure in constructing or obtaining necessary approvals to construct
or modify and operate the new or modified Renewable Energy
Facility, or due to reasons as specified in the Confirmation Letter.
(c) Right to Sell and Associated Declarations. With respect to each REC
Transaction, Seller hereby represents and warrants to Buyer, upon Delivery
for each Product, the following:
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(i) Seller has exclusive rights to, good and marketable title to, and
unencumbered interest in, the Product described in each REC
Transaction under Applicable Law; and
(ii) Seller transfers and sells to Buyer all present and future rights, title,
and unencumbered interest of Seller in and to the Environmental
Attributes (as discussed in the Confirmation Letter) to the extent
Seller will have such rights, title, and interest in and to such RECs
under Applicable Law and such transfer and sale to Buyer is not in
violation of any Applicable Law at the time of execution of the
Confirmation Letter.
(d) Notwithstanding whether such RECs are transferable to Seller under any
Applicable Law, with respect to each REC Transaction upon Delivery for
each Product, Seller covenants to Buyer that:
(i) Seller has not transferred, and will not transfer, any portion of the
rights, title and interest in and to the Product to a third party;
(ii) Product will not be sold, marketed, or otherwise claimed by Seller;
(iii) Product delivered to Buyer shall be sold by Seller once and only
once;
(iv) The Environmental Attributes or the electricity that was generated
with the attributes were not used to meet any federal, state or local
renewable energy requirement, renewable energy procurement,
Renewable Portfolio Standard, or other renewable energy mandate;
and
(v) The electricity that was generated with the attributes was not
separately sold, separately marketed or otherwise separately
represented as renewable energy by Seller. Seller shall take such
action as may be necessary to transfer and evidence the transfer of
RECs to Buyer.
(e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a
Confirmation Letter, which may be in substantially the form attached hereto
as Exhibit A, or as modified, to describe the specific RECs to be purchased
in the REC Transaction. Upon receipt of such Confirmation Letter, the other
Party shall promptly return, in the manner described in Section 11,
a written acceptance thereof, which shall be a signed copy of the
Confirmation Letter.
(f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC
at a price in dollars per MWh as set forth in the Confirmation Letter.
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(g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as
set forth in the Confirmation Letter in accordance with the specified Delivery
Obligation.
(h) Monetary Value of REC Transactions. The monetary value of each REC
Transaction, which is the REC Contract Price times the REC Product
Quantity, shall be set forth in the Confirmation Letter associated with that
Transaction.
(i) Certification. Seller represents and warrants that it will provide to Buyer
RECs that meet or exceed the Applicable Standard as set forth in the
Confirmation Letter such as, for example, the requirements of the Center for
-e certification program, as amended from time to
time and referenced in Exhibit B.
(j) Reporting.
(i) If required under the Applicable Standard, Seller shall be obligated
to complete and provide to Buyer a signed copy of the Attestation
Form, or suitable equivalent substitute no later than the Delivery
Deadline, as specified in the Confirmation Letter.
(ii) Buyer is not obligated to pay Seller for any RECs which have not
been delivered.
(k) Applicable Tracking System. If specified in the Confirmation Letter,
Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the
Delivery Deadline via the Applicable Tracking System (or other
mechanism provided for in the Confirmation Letter), such as WREGIS,
such that all rights, title to and interest in the RECs shall transfer from
Seller to Buyer upon such delivery and in accordance with the rules of the
Applicable Tracking System.
4. Financial and Performance Assurances.
(a) Material Adverse Change
respect to either Party if: reasonable grounds exist to cause a Party to belief
that the creditworthiness of the other Party has become unsatisfactory or that
been materially
impaired.
(b) Adequate Assurances. If a Party believes that a Material Adverse Change
request for the other P
assurance in an amount determined in a commercially reasonable manner,
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and in a form acceptable to the First Party. Acceptable Performance
Assurance includes (i) cash; (ii) an irrevocable, non-transferable standby
letter of credit issued by a U.S. commercial bank or a foreign bank with a
U.S. branch acceptable to the First Party in its sole discretion with such bank
having a credit rating of at least A-
division of McGraw-Hill, Inc) (or its successor) or A3 from Inc. (or its
successor), in a form acceptable to the First Party with costs of a letter of
credit borne by the applicant of such letter of credit; (iii) a prepayment; or
(iv) such other acceptable security acceptable to the First Party; each of (i)
through (iv) in the sole discretion. Upon receipt of the request to
provide adequate assurance, the Second Party shall have two (2) Business
Days to provide such assurance before an Event of Default under Section 6
of this Master Agreement will be deemed to have occurred and the First
Party will be entitled to the remedies set forth in Section 7. If the Second
Party provides such adequate assurance to the First Party within two (2)
Business Days, it is understood that the Second Party shall not in fact have
defaulted under this Master Agreement by incurring a Material Adverse
Change.
5. Billing and Terms of Payment.
(a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to
Buyer in the amount applicable to each REC Transaction executed under the
Confirmation Letter.
(b) Terms of Payment. The terms of payment shall be net thirty (30) days after
the date Buyer receives a properly prepared and accurate invoice sent to the
(1)d address where payment is to be remitted;
(2)
(3) Price and billing units consistent with the Confirmation Letter(s)
executed by the Parties;
(4) quantity;
(5) Attestation, if required, will be delivered with invoice;
(6) invoice date;
(7) total monetary amount;
(8) terms of payment, including any applicable discount calculations;
(9) tax amount/rate information, if applicable.
(c) Payment may be made by check or wire transfer. Payment by check shall be
considered made when received by Seller.
Buyer agrees to send its payment to:
Address: _____________________
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Attention: _____________________
Wiring instructions:
6. Events of Default.
Default Defaulting Party
does Event of Default
(a) the failure of the Buyer to make any payment required pursuant to this
Master Agreement, if such failure is not remedied within fifteen (15)
Business Days after written notice, provided that if the Buyer, in good faith,
disputes all or any portion of the payment, the Buyer shall pay only that
portion of the payment that it does not dispute;
(b) the failure of the Seller to deliver RECs when due pursuant to this Master
Agreement, if such failure is not remedied within five (5) Business Days
after written notice to the affected Party;
(c) any representation or warranty provided by either Party herein that shall
prove to have been false or misleading in any material respect when made or
repeated;
(d) the failure by a Party to perform any covenant or agreement set forth in this
Master Agreement and applicable Confirmation Letters and incorporated
exhibits (other than its obligations to make any payment or obligations
which are otherwise specifically covered as a separate Event of Default), and
such failure is not cured within fifteen (15) Business Days after written
notice thereof to the affected Party;
(e) the Party becomes Bankrupt; or
(f) the failure by a Party to provide timely and satisfactory financial and/or
performance assurance when requested to do so under the terms of this
Master Agreement, and such failure is not cured within five (5) Business
Days after written notice thereof to the affected Party.
7. Remedies for Default.
(a) Declaration of Early Termination Date and Calculation of Settlement
Amounts. If an Event of Default with respect to a Defaulting Party occurs
Non-
the right to do any or all of the following:
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(i) designate a day, no earlier than the day such notice is effective and
no later than 20 days after such notice is effective, as an early
amounts owing between the Parties and to liquidate and terminate
all, but not less than all, REC Transactions (each referred to as a
;
(ii) withhold any payments due to the Defaulting Party under this
Master Agreement; and
(iii) suspend performance.
(b) Calculation of Settlement Amounts. The Non-Defaulting Party will
calculate, in a commercially reasonable manner, a Settlement Amount for
each such Terminated Transaction as of the Early Termination Date by
aggregating its Gains, Losses and Costs with respect to each such
Terminated Transaction (or, to the extent that in the reasonable opinion of
the Non-Defaulting Party certain of such Terminated Transactions are
commercially impracticable to liquidate and terminate or may not be
liquidated and terminated under Applicable Law on the Early Termination
Date, as soon thereafter as is reasonably practicable). If the Non-
if any, resulting from the termination of this Master Agreement, the
settlement amount shall be zero, notwithstanding any provision of this
Master Agreement to the contrary.
(c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate
all Settlement Amounts into a single amount by netting out the following:
(i) all amounts that are due to the Defaulting Party, if the Defaulting
Party is Seller,for RECs that have been delivered and not yet paid
for, plus, at the option of the Non-Defaulting Party, any or all other
amounts due to the Defaulting Party under this Master Agreement;
against
(ii) all Settlement Amounts that are due to the Non-Defaulting Party
under this Master Agreement, so that all such amounts will be
rmination
Non-Defaulting Party.
The Termination Payment, if any, is due from the Defaulting Party to the
Non-Defaulting Party within five (5) Business Days following notice.
(d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting
whole or in part, the Defaulting Party will, within five (5) Business Days
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of receipt of the Non--
Defaulting Party a detailed written explanation of the basis for such
dispute.
(e) Limitation on Damages.
direct, actual damages, and Costs only, and such direct, actual damages,
and Costs will be the sole and exclusive remedy hereunder. In no event
will either Party be liable to the other under this Master Agreement for any
consequential, incidental, punitive, exemplary, or indirect damages in tort,
contract, or otherwise pursuant to this Section 7, except for any claims
indemnified pursuant to Section 8.
(f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION
ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO
THE NONDEFAULTING PARTY IN THE EVENT OF A P
DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR
PURCHASE R
LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER
REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE
RECS AT LAW ARE HEREBY WAIVED.
8. Indemnification.
(a) Indemnification of Buyer: To the fullest extent permitted by Applicable
Law, Seller agrees to protect, defend, hold harmless and indemnify Buyer,
its City Council, commissioners, officers, employees, volunteers and agents
from and against any claim, injury, liability, loss, cost, and/or expense or
damage, including al
defense to any claim arising therefrom, for which Buyer shall become liable
connected with the maintenance, assistance and services performed by Seller
pursuant to this Master Agreement and subsequent REC Transactions and
related Confirmation Letters, except for claims, liabilities and damages
(b) Indemnification of Seller: To the fullest extent permitted by Applicable
Law, Buyer agrees to protect, defend, hold harmless and indemnify Seller,
its board of directors, officers, employees, volunteers and agents from and
against any claim, injury, liability, loss, cost, and/or expense or damage,
any claim arising therefrom, for which Seller shall become liable arising
respect to or in any way connected with the maintenance, assistance and
services performed by Buyer pursuant to this Master Agreement and
subsequent and related Confirmation Letters, except for claims, liabilities
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egligence or willful
misconduct.
9. Relationship of the Parties.
The relationship of the Parties under this Master Agreement is that of independent
contractors. The Parties specifically state their intention that this Master Agreement
is not intended to create a partnership or any other co-owned enterprise unless
specifically agreed to by the Parties in a separate written instrument. Except as
specifically provided herein, each Party shall continue to have the right to contract
independent of the other Party with individuals and entities. Each Party shall be
responsible for its own operating expenses and personnel expenses.
10. Taxes and Costs.
Unless otherwise specified in the applicable Confirmation Letter (and to the extent
not included in the purchase price), each Party shall bear the cost of any taxes
imposed on such Party in relation to or arising out of such REC Transaction. Each
Party shall be liable for all costs, fees, commissions or other payments due to
brokers, agents or other intermediaries incurred by such Party (and shall indemnify
and hold the other Party harmless from and against all such amounts) in connection
with the drafting, consummation or performance of this Master Agreement or any
REC Transaction hereunder.
11. Notices.
All notices required or permitted to be given hereunder in writing shall, unless
expressly provided otherwise, be in writing, properly addressed, postage pre-paid
and delivered by hand, facsimile, certified or registered mail, courier or electronic
messaging system to the appropriate address as either Party may designate from time
to time by providing notice thereof to the other Party.
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14
If to Buyer:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: City Clerk
Phone: 650-329-2119
Fax: 650-617-3140
With a copy to:
Address: 250 Hamilton Ave.
Palo Alto, CA 94301
Attention: Director of Utilities
Phone: 650-329-2119
Fax: 650-617-3140
If to Seller:
Address:
Attention:
Phone:
Fax:
Notices delivered by facsimile or by an electronic messaging system shall require
confirmation through a reply facsimile or electronic message.
12. Confidential Information.
(a) mean and include information consisting of
documents and materials of a disclosing Party and/or any other technical,
financial or business information of or about a disclosing Party which is not
available to the general public, as well as all information derived from such
information, which is furnished or made available to the other Party and is clearly
information.
(b) The disclosing Party is the Party to whom the Confidential Information originally
belongs and who shall, after appropriate notice from the receiving Party, bear the
burden of pursuing any legal remedies to retain the confidential status of the
Confidential Information, as set forth in Section 12(e), below.
(c) Confidential Information disclosed by either Party to the other shall be held by the
receiving Party in confidence, and shall not be:
(i) used by the recipient to the detriment of the disclosing Party; or
(ii) made available for third parties to use.
(d) Each Party shall direct its employees, contractors, consultants and representatives
who have access to any Confidential Information to comply with all the terms of
this Section. Information received by the receiving Party shall not be
Confidential Information if:
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15
(i) it is or becomes available to the public through no wrongful act of the
receiving Party;
(ii) it is already in the possession of the receiving Party and not subject to any
confidentially agreement between the Parties;
(iii) it is received from a third party without restriction for the benefit of the
disclosing Party and without breach of this Master Agreement;
(iv) it is independently developed by the receiving Party; or
(v) it is disclosed pursuant to a requirement of law or a duly empowered
government agency or a court of competent jurisdiction after due notice
and an adequate opportunity to intervene is given to the disclosing Party,
unless such notice is prohibited.
(e) Seller acknowledges that City is a public agency and is subject to the
requirements of the California Public Records Act Cal. Gov. Code section 6250 et
seq. Seller may submit Confidential Information to City pursuant to Section
12(a), above and City will maintain such identified documents as confidential to
the fullest ext extent allowed by law. However, upon request or demand from any
third person or entity not a party to this Master for
production, inspection and/or copying of information designated by a disclosing
Party as Confidential Information, the receiving Party shall notify the disclosing
Party that such request has been made in accordance with Section 11 of this
Master Agreement. Upon receipt of this notice, the disclosing Party shall be
solely responsible for taking whatever legal steps may be necessary to protect the
information deemed by it to be Confidential Information and to prevent release of
information to the Requestor by the receiving Party. If within ten (10) days after
receiving the foregoing notice from the receiving Party, the disclosing Party takes
no such action, the receiving Party shall be permitted to comply with the
(f) Upon termination or expiration of this Master Agreement, the receiving Party
shall, at the disclosing P
disclosing Party Information and so certify in writing. The
obligations of this provision will survive for one (1) year after any termination or
expiration of this Master Agreement.
13. Publicity and Disclosure.
Seller shall not use the name, trade name, trademarks, service marks of or owned by
Buyer, or logos of Buyer, or share Confidential Information in any publicity
releases, news releases, annual reports, product packaging, signage, stationery, print
literature, advertising, websites or other media without securing the prior written
approval of Buyer. Seller shall not, without prior written consent of Buyer,
represent, directly or indirectly, that any product or service offered by Seller has
been approved or endorsed by Buyer. Seller agrees that Buyer may make oral and
written reports and other communications regarding this Master Agreement and
subsequent REC Transactions to the Palo Alto City Manager, City Council and other
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16
public officials as required by law, which reports and communications will be public
reports and communications.
14. Nondiscrimination.
As set forth in Palo Alto Municipal Code section 2.30.510, Seller agrees that in
the performance of this Master Agreement, it shall not discriminate in the
employment of any person because of the race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation,
pregnancy, genetic information or condition, housing status, marital status,
familial status, weight or height of such person. Seller acknowledges that it has
read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal
Code relating to Nondiscrimination Requirements and the penalties for violation
thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to
nondiscrimination in employment, including completing the form furnished by
Buyer and set forth in Exhibit C.
15. Miscellaneous Representations and Warranties .
(a) Each Party represents and warrants that the execution and performance of this
Master Agreement and subsequent REC Transactions will not conflict with or result
in a breach of any other agreement to which it is a party.
(b) Each Party represents and warrants that it is duly organized, validly existing and in
good standing under the laws of a state of the United States of America.
(c) Each Party represents and warrants that it has full power and authority to make,
execute, deliver and perform this Master Agreement and subsequent REC
Transactions.
(d) Each Party represents and warrants that it will abide by the Applicable Program as
specified in each Confirmation Letter.
(e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5
or as amended when applicable.
16. Choice of Law.
The laws of the State of California shall be applied and be controlling for all purposes and
all matters relating to the Master Agreement. In the event that an action is brought, the
Parties agree that trial of such action will be vested exclusively in the United States District
Court for the Northern District of California in the County of Santa Clara, State of
California.
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17
17. Entire Agreement.
This Master Agreement constitutes the entire agreement between the Parties relating to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations,
whether oral or written, of the Parties.
18. Amendments.
Except to the extent herein provided, no amendment, supplement, modification, termination
or waiver of this Master Agreement shall be enforceable unless executed in writing by the
Party to be bound thereby.
19. Assignment.
This Master Agreement is binding on any successors and assigns of the Parties. Neither
Party may otherwise transfer or assign this Master Agreement, in whole or in part, without
consent. Such consent shall not be unreasonably withheld.
Notwithstanding any provision to the contrary in this Agreement, any direct or indirect
change of control of Seller (whether voluntary or by operation of law) shall be deemed an
assignment and shall require the prior written consent of Buyer, which consent shall not be
unreasonably withheld.
20 Non-Waiver; No Third Party Beneficiaries.
No waiver by any Party of any of its rights with respect to the other Party or with respect to
this Master Agreement or any matter or default arising in connection with this Master
Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver
shall be in writing signed by the waiving Party. No payment, partial payment, acceptance
or partial acceptance by Buyer will operate as a waiver on the part of the Buyer of any of
its rights under the Master Agreement. This Master Agreement and subsequent
Confirmation Letters related to REC Transaction are made and entered into for the sole
benefit of the Parties, and their permitted successors and assigns, and no other Person shall
be a direct or indirect legal beneficiary of, have any rights under, or have any direct or
indirect cause of action or claim in connection with this Master Agreement.
21. Severability.
In the event that any provision of the Master Agreement is found to be void or
unenforceable, such findings shall not be construed to render any other provision of the
Master Agreement either void or unenforceable, and all other provisions shall remain in full
force and effect unless the provisions which are void or unenforceable shall substantially
affect the rights or obligations granted to or undertaken by either Party.
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18
22. Force Majeure.
Neither Party shall be liable in any respect for failure or delay in the fulfillment or
performance of REC Transactions under this Master Agreement, if performance is hindered
or prevented, directly or indirectly by an event beyond the reasonable control of either Party,
including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of
God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by
third parties against the Parties, or any act of a superior governmental authority or court
order. Force Majeure may not be based on (i)
price greater than the purchase price
ty to purchase RECs at
a price less than the purchase price specified in the Confirmation Letter.
23. Exhibits and Insurance.
The exhibits attached hereto are incorporated into this Master Agreement by reference. The
exhibits may only be revised upon mutual agreement between the Parties unless otherwise
specified in the exhibits. In the event of a conflict between this Master Agreement and the
Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of
this Master Agreement, Seller shall maintain the insurance levels set forth on Exhibit D.
24. Compliance with Law.
Each Party will comply with all lawful federal, state and local law, ordinances,
resolutions, rate schedules, rules and regulations that may affect its rights and obligations
under the Master Agreement.
25. Fiscal Provisions.
The REC Transactions under this Master Agreement are subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master
Agreement and all related Confirmation Letters and Agreements will terminate without
penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (ii) at any time within a fiscal year in the event that funds are
no longer made available. This provision will take precedence in the event of a conflict
with any other term or condition of the Master Agreement.
[SIGNATURES ON NEXT PAGE]
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19
IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms
and conditions contained herein, understand and agree to the same and agree to be bound thereby
and have caused this Master Agreement to be executed in duplicate originals by its duly authorized
representative on the respective dates entered below.
CITY OF PALO ALTO
__________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Deputy City Attorney
APPROVED:
__________________________
Director of Administrative
Services
__________________________
Director of Utilities
XXXX
By: __________________________
Name:
Title:
Taxpayer Identification No.
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Page 1 of 1
161128 dm 6051582
Exhibit A
Confirmation Letter #1
The following describes a REC Transaction between Buyer and Seller for the sale, purchase and
delivery of Renewable Energy Certificates (RECs ) pursuant to the terms of the Master
Agreement between the City of Palo Alto and __________________ dated ___________, 2016.
Initially capitalized terms used and not otherwise defined herein are defined in the Master
Agreement.
Basic Commercial Terms:
REC Transaction Date:
REC Transaction Reference:
Seller:
Buyer:
Renewable Resource Facility:
Renewable Energy Source:
Geography:
Vintage(s):
REC Product Quantity (MWh):
REC Contract Price ($/MWh):
Monetary Value of REC Transaction
($):
Delivery Deadline:
Product Specific Terms:
Applicable Standard:
Environmental Attributes retained by
Seller, if any:
Applicable Tracking System:
Attestation Form [yes, no]
Delivery Obligation [Firm, Unit
Contingent, Project Contingent]:
This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement,
and constitutes part of and is subject to the terms and provisions of the Master Agreement.
The Parties agree to the REC Transaction set forth herein.
XXXX
Signature Signature
Name Name
Title Title
Date Date
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161128 dm 6051582
Exhibit B
Attestation Form
Green-E Renewable Attestation from
Wholesale Provider of Electricity or Recs
I. Wholesale Provider Information
Name of Provider: ________________________________________________________
Address of Provider:
_______________________________________________________________
Contact Person: ____________________________ Title:
_________________________________
Telephone: _______________ Fax: _________________ Email
Address:____________________
II. Declaration
I, (print name and title) ___________________________________________ declare(s) that
1 ____ electricity bundled with renewable attributes / ____ renewable
attributes only 2 listed below were sold exclusively from: (name of Provider)
____
On behalf of the Provider, I further declare that:
1) all the renewable attributes (including CO2 benefits), including any emissions offsets,
reductions or claims, represented by the renewable electricity generation listed below were
transferred to Purchaser;
2) to the best of my knowledge, the renewable attributes were not sold, marketed or otherwise
claimed by a third party;
3) Provider sold the renewable attributes only once;
4) the renewable attributes or the electricity that was generated with the attributes was not used
to meet any federal, state or local renewable energy requirement, renewable energy procurement,
renewable portfolio standard, or other renewable energy mandate by Provider, nor, to the best of
my knowledge, by any other entity;
5) the electrical energy that was generated with the attributes was not separately sold, separately
marketed or otherwise separately represented as renewable energy by Provider, or, to the best of
my knowledge, by any other entity; and
9WIWITEVEXIJSVQWXSVITSVXIPIGXVMGMX]ERH6)'WEPIW
-J7IPPIVTYVGLEWIHIPIGXVMGMX]FYRHPIH[MXLVIRI[EFPIEXXVMFYXIWERHLEWWXVMTTIHSJJXLSWIEXXVMFYXIWXSWIPP
MRXLMWXVERWEGXMSRERHMWWIPPMRKXLIYRHMJJIVIRXMEXIHIPIGXVMGMX]XSEYXMPMX]SVPSEHWIVZMRKIRXMX]WIIWIGXMSR---EPWS
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Page 2 of 2
161128 dm 6051582
6) the facilities that generated all of the renewable electricity / renewable attributes (as indicated
above) sold to Purchaser are listed below by fuel type.
List the renewable MWhs sold or transferred to Purchaser identified below by quarter of
generation as a separate line item.
Generator
Name
Generator
ID Number
(EIA or
QF)
Nameplate
Capacity
(MW)
Fuel Type
# MWhs
RECs /
Elec. Sold
First Date
of
Generator
Operation
(mm/yy)3
Period of
Generation
(quarter#/yy
or mm/yy)
As an authorized agent of Provider, I attest that the above statements are true and correct.
____________________________________________
Signature Date
____________________________________________
Place of Execution
III. Additional Statement required of Provider selling electricity to Purchaser
(Check box if not applicable: [ ])
I declare that the electricity listed above was delivered into the following NERC region or ISO:
________________
IV. Additional Statement required if Provider is selling only RECs to Purchaser and
selling the associated electricity to a utility or load-serving entity
(Check box if not applicable: [ ])
Please write the name of the utility or load-serving entity here:
_______________________________________
By signing below, I attest to the accuracy of all Additional Statements above (III through
IV):
____________________________________________
Signature Date
____________________________________________
Place of Execution
*SVJEGMPMXMIWXLEXLEZIEHHIHRI[VIRI[EFPIGETEGMX]TPIEWIMRHMGEXIXLIEQSYRXERHSTIVEXMSREPHEXISJ
XLIRI[GETEGMX]ERHXLII\MWXMRKGETEGMX]
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Page 3 of 2
161128 dm 6051582
This Form is used by the Center for Resource Solutions to verify the accuracy of claims
made by retail marketers. The information on this form is held strictly confidential and
will not be shared
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161128 dm 6051582
Exhibit C
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not and will not during the course of this contract discriminate
in the employment of any person because of person because of the race, skin color,
gender, gender identity, age, religion, disability, national origin, ancestry, sexual
orientation, pregnancy, genetic information or condition, housing status, marital status,
familial status, weight or height of such person and that they are in compliance with all
Federal, State and local directives and executive orders regarding nondiscrimination in
employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S)
BELOW.
Authorized Signature:____________________________________________________
Date: _____________________
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161128 dm 6051582
E D
I
Seller shall maintain the level of insurance set forth below:
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1
CITY OF PALO ALTO V.2016
MASTER POWER PURCHASE AND SALE AGREEMENT
(EEI Version 2.1, modified 4/25/00)
COVER SHEET
This Master Power Purchase and Sale Agreement is made as of the following date: _____ __,
2016 Master Agreement, together with the exhibits, schedules, annexes and any written
supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or
margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted
Master Agreement are
the following:
Name:Counterparty Name:
All Notices:
Attn: ______________________________
Phone: ________________________
Facsimile: ______________________
E-mail: ____________________________
Duns _________________________
Federal TaxID Number: ____________
All Notices:
Attn: Assistant Director, Resource Management
Department of Utilities
City of Palo Alto
250 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Phone: 650-329-2119
Facsimile: 650-617-3140
Duns: 17-892-8479
Federal Tax ID Number: 94-6000389
With additional Notices of an Event of Default or
Potential Event of Default to:
Attn: ___________________________
Phone: ____________________________
Facsimile: ______________________
With additional Notices of an Event of Default or
Potential Event of Default to:
Attn: Senior Assistant City, Attorney/Utilities
City of Palo Alto
Phone: 650-329-2171
Facsimile: 650-329-2646
Invoices:
Attn: __________________________
Phone: _____________________________
Facsimile: _______________________
E-mail: _________________________
Duns __________________________
Federal Tax ID Number: ______________
Invoices:
Attn: Power Accounts Administrator
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678-6420
Phone: (916) 781-4224/3636
Facsimile: (916) 781-4225
Day Ahead Pre-Scheduling:
Attn: _______________________________
Phone: _____________________________
Facsimile: ___________________________
E-mail: _____________________________
Day Ahead Pre-Scheduling:
Confirmations:
Attn: Pre-Scheduler Desk
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4240/4227/4228
Facsimile: 916-781-4239
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2
CITY OF PALO ALTO V.2016
Real Time Scheduling:
Attn: _______________________________
Phone: _____________________________
Facsimile: ___________________________
E-mail: _____________________________
Real Time Scheduling:
Attn: Chief Dispatcher/Scheduler
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4237/3636
Facsimile: 916-781-4226
Payments:
Attn: ________________________________
Phone: ______________________________
Facsimile: ____________________________
E-mail: ______________________________
Payments:
Attn: Accounts Payable
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4237/3636
Facsimile: 916-781-4226
Wire Transfer:
BNK _______________________________
ABA: _______________________________
ACCT: ______________________________
Confirmation _________________________
Wire Transfer:
BNK U.S. Bank
ABA: 121122676
ACCT: 1-534-0216-2744
Attn: Cyndy Husebye
U.S. Bank
555 SW Oak Street, Suite 400
Portland, OR. 97204
Phone: 877-295-2509
Facsimile: 877-324-1680
Credit and Collections:
Attn: _______________________________
Phone: _____________________________
Facsimile: ___________________________
Credit and Collections:
Attn: Power Accounts Analyst
Northern California Power Agency
651 Commerce Drive
Roseville, CA 95678
Phone: 916-781-4221/4224
Facsimile: 916-781-4255
The Parties hereby agree that the General Terms and Conditions are incorporated herein, as selected, modified and
amended by the following specific provisions, as provided for in such General Terms and Conditions:
Party A Tariff: FERC Electric Rate Schedule ___, dated ______________, Docket Number: ER__-___-___
Party B Tariff: N/A
Article One
General Definitions
Thanksgiving holiday or a Federal Reserve Bank Holiday.
Sect
line 1.
comme
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CITY OF PALO ALTO V.2016
in
Section 1.28 is amended by adding before the period at end thereof the follo
Section 1.45 is amended by adding the following sentence at the end of that provision:
provision of Performance Assurance by furnishing a copy of a resolution adopted by Party
of providing electric service t
Section 1.46 is amended by adding before the period at the end thereof the following:
o comply with any requirement of this Master Agreement or a
Transaction, including the requirements of Article 8, before the expiration of the time
period expressly specified for such compliance in this Master Agreement or the
Transaction, if any, shall not be considered a Potential Event of Default unless and until
Section 1.51 is amended
and (c)
Subsystem Agreement, or an open access transmission tariff as a result of the non-
following:
Article Two
Transaction Terms
and Conditions
Section 2.1 shall be amended by deleting the second sentence thereof.
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CITY OF PALO ALTO V.2016
For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing.
For purposes of Section 2.3, all references to Seller shall be instead to Party A.
X Optional provision in Section 2.4. If not checked, inapplicable.
A new Section 2.6 is added to Article Two, worded as follows:
No Oral Agreements or Modifications. Notwithstanding anything to the contrary in
this Master Agreement, including in this Article Two, no Transaction between the Parties
shall become binding unless and until a Confirmation for such Transaction is signed by both
Parties, and this Master Agreement and any and all Transactions may not be orally amended
Article Four
Remedies for Failure
to Deliver or
Receive
X Accelerated Payment of Damages. If not checked, inapplicable.
A new Section 4.3 is added to Article Four, worded as follows:
Suspension of Performance. In addition to the remedies provided pursuant to Sections
4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the
Product pursuant to a Transaction for a period of three (3) or more consecutive days, and
such failure is not excused under the terms of the Product, by Force Majeure, by the other
prior written notice, and for so long as the non-performing Party fails to perform, the
performing Party shall have the right to suspend its performance under such Transaction. In
the event the performing Party suspends performance pursuant to this Section 4.3, it shall
not be obligated to resume performance until it has received notice from the non-performing
Party at least one (1) Business Day prior to the date upon which the non-performing Party
intends to resume its performance; provided that, if the performing Party has entered into a
replacement contract with a term of 31 days or less, the performing Party may resume
performance at the end of the term of such replacement contract. Remedies available under
this provision to the performing Party are in addition to, not in replacement of, other
Article Five
Events of Default;
Remedies
X Cross Default provision of Section 5.1(g) shall apply for both Party A and Party B. Cross
Default amount for each shall be $20,000,000.
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5
CITY OF PALO ALTO V.2016
Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semi-
(i) during any consecutive ninety (90) day period, there have occurred five (5) or more
any or all Transactions,
regarding which the Seller shall be deemed to be the Defaulting Party, and Buyer shall
also be entitled to its remedies under Section 4.1;
(j) during any consecutive ninety (90) day period, there have occurred five (5) or more
regarding which the Buyer shall be deemed to be the Defaulting Party, and Seller shall
also be entitled to its remedies under Section 4.2;
(k) a representation or warranty with respect to the Defaulting Party's financial statement or
position that is false or materially misleading; or
(l)
make sales and market-
S
following sentence to the end of that provision:
-
any, resulting from the termination of this Agreement, the Settlement Amount shall be
-Defaulting Party, any
cash or other form of security then available to the Defaulting Party pursuant to Article
-
Section 5.6 Closeout Setoff
___ Option A (Applicable if no other selection is made.)
X Option B - Affiliates shall have the meaning set forth in the Master Agreement unless
otherwise specified as follows: Option B is amended as set forth in Article 10 below.
___ Option C (No Setoff)
Section 5.6 is further amended by inserting before the last sentence in Option B:
-Defaulting Party, all obligations owing by or to an Affiliate of
a Party shall be treated as if they were owing by or to the Party itself for purposes of set-
Article Six
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CITY OF PALO ALTO V.2016
Article Seven
NOTHING IN THIS SECTION SHALL AFFECT THE ENFORCEABILITY OF THE
PROVISIONS OF SECTIONS 4.1 AND 4.2 OF THIS AGREEMENT RELATING TO
REMEDIES FOR FAILURE TO DELIVER/RECEIVE AND OF SECTIONS 5.2 AND 5.3 OF
THIS AGREEMENT RELATING TO THE CALCULATION AND PAYMENT OF THE
TY PROVISION
Article Eight 8.1 Party A Credit Protection
Credit and Collateral
Requirements
Financial Information from Party B, Section 8.1(a)
___ Option A
X Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo
Alto Enterprise Fund
___ Option C
Credit Assurances from Party B, Section 8.1(b)
X Not Applicable
___ Applicable
Collateral Threshold for Party B, Section 8.1(c)
X Not Applicable
___ Applicable
Party B Independent Amount: N/A
Party B Rounding Amount: N/A
Party B Minimum Transfer Amount: N/A
Downgrade Event, Section 8.1(d):
__ Not Applicable
X Applicable
If applicable, complete the following:
X It shall be a Downgrade Event for Party B only if (a)
without reference to third party credit enhancement, on its utility revenue bond ("Debt") by
S&P or Moody's is respectively below BBB- or Baa3, (b) (ii) both S&P and Moody's refuse to
rate Party B's Debt, or and (c
costs of providing retail electric service to its customers.
Guarantor for Party B, Section 8.1(e): N/A
Guarantee Amount: N/A
8.2 Party B Credit Protection:
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7
CITY OF PALO ALTO V.2016
Financial Information from Party A, Section 8.2(a):
__ Option A
X Option B Specify: Audited financial statements to be provided by Party A as described in
Section 8.2(a) shall be for Party A or parent entity, if any, providing credit support.
___ Option C
Credit Assurances from Party A, Section 8.2(b):
___ Not Applicable
X Applicable
Collateral Threshold for Party A, Section 8.2(c ):
___ Not Applicable
X Applicable
If applicable, complete the following:
Party A Collateral Threshold: means with respect to Party A, at any time the amount specified in
the table below under the relevant heading opposite the lower of the ratings at that time assigned by
-
term, senior, unenhanced
will
be zero dollars and (b) if an Event of Default or Potential Event of Default with respect to Party A
has occurred and is continuing, the Threshold with respect to such party shall be zero dollars.
S&P Rating Threshold
A- or above A3 or above $25,000,000
BBB+ Baa1 $15,000,000
BBB Baa2 $10,000,000
BBB- Baa3 $ 5,000,000
Below BBB- (or rating Below Baa3 (or rating $ 0 (zero)
suspended or withdrawn suspended or withdrawn
by both S&P and by both S&P and
s)
Party A Independent Amount: $0
Party A Rounding Amount: $100,000
Party A Minimum Transfer Amount: $250,000
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CITY OF PALO ALTO V.2016
Downgrade Event, Section 8.2(d):
___ Not Applicable
X Applicable
If applicable, complete the following:
X It shall be a Downgrade Event for Party A only if the Credit Rating of Party A or Party
- from S&P or Baa3 from Moody's or if the unenhanced,
unsecured senior long-
Guarantor ceases to be rated by either S&P or Moody's.
Guarantor for Party A, Section 8.2(e):
X Guarantor for Party A: ______________________
[Name of investment grade parent guarantor]
Guarantee Amount: _______________________
[Unlimited Guarantee amount preferred]
Article Ten
Section 10.2 (ix) is amended to read in its entirety as follows:
mmodity
Exchange Act, as amended 7 U.S.C. § 1 (a) (11).
-section 10.2(xi), replacing
the period at the end of subsection 10.2(xii) with a semi-colon, and adding a new sub-section (xiii)
as follows:
reports and similar materials, conveyed by Party A orally or in writing to Party B to demonstrate
rate in all material respects. Any representation
made by Party A regarding its financial performance or condition or that of its corporate parent
negotiation of any Transaction entered into under this Master Agreement shall be deemed to be
repeated and reaffirmed as of the date of the applicable Transaction and incorporated as a
representation of Party A or a related party, if any, who makes the Financial Representation in that
Transaction,
Section 10.4 shall be amended by inserting the phrase "To the extent permitted by law," at the
beginning of each of the first two sentences, and substituting the
insertion of each such phrase.
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CITY OF PALO ALTO V.2016
Section 10.5 shall be amended by deleting clause (ii) and the portion of clause (iii) prior to the
assign this
or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering
into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such
Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty
agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this
Agreement to any person or entity succeeding to all or substantially all of the assets of such Party
whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of
the Effective Date and the effective date of any such transfer or assignment.
Further, Section 10.6 is amended by deleting the last sentence thereof and replacing it with the
following sentence:
cause of action, dispute and controversy arising out of or relating to this Agreement, the
parties hereby consent to the exclusive jurisdiction of the federal courts sitting in the
Northern District of the State of California; provided, however, that if the federal courts
sitting in the Northern District of the State of California refuse jurisdiction, the Parties
agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara,
and
all financial and other information, explanations, statements, reports provided by one party to the
other in connection therewith .
Section 10.8 shall be amended by deleting its penultimate sentence in its entirety and replacing it
termination of this Agreement for the period of the applicable statute of limitations. The audit
provisions of this Agreement shall survive the termination of this Agreement for a period of twelve
Section 10.10 is deleted in its entirety and replaced with the following new section:
Bankruptcy. The Parties acknowledge and agree that (i) any Transaction with a maturity date
more than two days after the date the Transaction is entered into constitutes a "forward contract"
within the meaning of
(ii) each believes that it is or intends that it shall be deemed for all purposes to be a
(iii) all payments made or to be
made by one Party to the other Party pursuant to this Agreement are "settlement payments" within
the meaning of the Bankruptcy Code; and (iv) all transfers of Performance Assurance by one Party
to the other Party under this Agreement are "margin payments" within the meaning of the
Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party
is not a "utility" as such term is used in 11 U.S.C. Section 366, and each Party agrees to waive and
not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy
proceeding wherein such Party is a debtor. In any such proceeding, each Party further agrees to
waive the right to assert that the other Party is a provider of last resort."
Confidentiality X Confidentiality Applicable, subject to Section
10.11 as amended.
If not checked, inapplicable.
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CITY OF PALO ALTO V.2016
Section 10.11 shall be replaced in its entirety with the following:
Section 3, and the California Public Records Act, Cal. Gov. Code § 6250 et seq.
Transactions, which items may constitute public records subject to inspection and copying
by the public under the authority of the California Constitution and the Public Records
Act. Party B shall, consistent with those laws, use reasonable efforts to provide Party A
with notice of any third party request to inspect and copy any of the documents that
comprise this Master Agreement and the Transactions, which Party A might deem
confidential and exempt from disclosure, in order that Party A may timely seek to protect
those documents from disclosure to the third party. Party A acknowledges and agrees that
Party B shall not be liable to Party A if Party B makes disclosure in accordance with the
California Constitution and/or the Public Records Act before Party A has timely obtained
an order to prevent Party B from making the re
A new Section 10.12 shall be added to Article 10 as follows:
"10.12. No Agency. In performing their respective obligations hereunder, neither Party is
acting, or is authorized to act, as the agent of the other
A new Section 10.13 shall be added to Article 10 as follows:
10.13 Dispute Resolution. In the event of any controversy or claim, whether based in contract,
tort, or otherwise, arising out of or based upon, or relating to this Agreement or the scope, breach,
following manner:
10.13.1 Negotiation. The Parties will attempt in good faith to resolve the Dispute
promptly by negotiations between duly authorized representatives of the Parties who have
authority to settle the Dispute. When a Party believes there is a Dispute, that Party will
give the other Party written notice describing the Dispute with reasonable particularity.
Within thirty (30) days after receipt of such notice, the receiving Party will submit a
written response to the other Party.
10.13.2 Mediation. If the Dispute is not resolved within forty-five (45) days of the date
of the response given pursuant to Section 10.13.1, or such additional time, if any, that the
Parties mutually agree to in writing, the Parties shall try in good faith to settle the Dispute
by mediation. The form of mediation and the mediator(s) selected to resolve the Dispute
shall be acceptable to both Parties.
10.13.3 Additional Rights. If the Dispute is not resolved through mediation within ninety
(90) days after the first meeting of the Parties and mediator(s), or such additional time, if
any, that the Parties mutually agree to in writing, either Party shall be free to pursue any
and all legal actions and remedies as it may deem necessary.
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CITY OF PALO ALTO V.2016
A new Section 10.14 shall be added to Article 10 as follows:
10.14 acknowledge and agree that any purchase of power made under this
Agreement and any Transaction shall be executed and delivered in compliance with applicable
laws and regulations in effect at the time this Agreement is signed by the Parties and at the time of
entering into any particular Transaction, including, but not limited to, Senate Bill 1368 (California
Public Utilities Code section 8340 et seq.) and related regulations (Title 20, Sections 2900 2930
of the California Code of Regulations), as amended, to the extent such laws and regulations,
including SB 1368 and related regulations, apply or are deemed to apply to this Agreement and any
Transaction. To the extent SB 1368 and related regulations require Party B as a local publicly
owned electric utility to submit a compliance filing in accordance with such laws, Party A, upon
the request of Party B, shall in good faith provide promptly to Party B (to the extent Party B lacks
such information) the information to the extent Party A has knowledge of or access to such
information, and shall work cooperatively with and provide commercially reasonable assistance to
. A failure by Party A to provide such
information which is within its possession or knowledge shall constitute a default under this
A new Section 10.15 shall be added to Article 10 as follows:
10.15:
classification, term or condition of this Agreement at FERC shall be the most stringent standard
permissible under applicable law. As to the Parties, it is understood and agreed that the standard
shall solely be standard of review, as
stated by the United States Supreme Court in Morgan Stanley Capital Group Inc. v. Public Utility
District No. 1 of Snohomish County , Nos. 06-1457, 128 S.Ct. 2733 (2008), and consistent with the
order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities
Commission et al., No. 08- As to all other persons, the
Parties intend and agree that the same standard, to the maximum degree as may be made applicable
to other than the Parties, apply, to the maximum degree permitted under the NRG Order.
A new Section 10.16 shall be added to Article 10 as follows:
imposed upon and required to be paid by suppliers of energy in accordance with the Global
Warming Solutions Act of 2006, Chapter 488, Statutes 2006, including, without limitation, the
Compliance Offset Protocols, which shall be included (or be deemed included to the extent they
are not expressly included) in the Contract Price, defined in Section 1.10 of the General Terms and
Conditions, and that are in effect as of the Effective Date of this Agreement and/or the date the
A new Section 10.17 shall be added to Article 10 as follows:
The Parties understand and agree that the Transactions under this Agreement are physical
transactions for deferred delivery, and that the Parties contemplate making or taking physical
delivery of electric energy. Party B is a commercial entity engaged in the business of delivering
electric energy to its retail load and routinely makes or takes delivery of electric energy in order to
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CITY OF PALO ALTO V.2016
A new Section 10.18 shall be added to Article 10 as follows:
10.18 Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A
agrees that in the performance of this Agreement, it shall not discriminate in the employment of
any person because of the race, skin color, gender, gender identity, age, religion, disability,
national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing
status, marital status, familial status, weight or height of such person. Party A acknowledges that it
has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating
to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including
completing the form furnished by Party B and set forth in Exhibit D.
A new Section 10.19 shall be added to Article 10 as follows:
10.19 Imaged Agreement. Any original executed Agreement, Confirmation or other related
The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as
evidence in automated facsimile form, the Recording, if introduced as evidence in its original form
and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence
in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be
admissible as between the Parties to the same extent and under the same conditions as other
business records originated and maintained in documentary form. Neither Party shall object to the
admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the
transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such
were not originated or maintained in documentary form under either the hearsay rule, the best
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CITY OF PALO ALTO V.2016
A new Section 10.19 shall be added to Article 10 as follows:
Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price
Source, then:
a)Market Disruption Event. If a Market Disruption Event occurs on any one or more
days during a Determ
i) The fallback Floating Price, if any, specified by the Parties in the relevant
Confirmation shall be the Floating Price for each Disrupted Day.
ii) If the Parties have not specified a fallback Floating Price, then the Parties will
endeavor, in good faith and using commercially reasonable efforts, to agree on a
substitute Floating Price, taking into consideration, without limitation, guidance,
protocols or other recommendations or conventions issued or employed by trade
organizations or industry groups in response to the Market Disruption Event and
other prices published by the Price Source or alternative price sources with respect
to the Delivery Point or comparable Delivery Points that may permit the Parties to
derive the Floating Price based on historical differentials.
iii) If the Price Source retrospectively issues a Floating Price in respect of a Disrupted
Day r parties agree on a substitute Floating
Price for such day, then the Delayed Floating Price shall be the Floating Price for
such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of
a Disrupted Day after the Parties agree on a substitute Floating Price for such day,
the substitute Floating Price agreed upon by the Parties will remain the Floating
Price without adjustment unless the Parties expressly agree otherwise.
iv) If the Parties cannot agree on a substitute Floating Price and the Price Source does
not retrospectively publish or announce a Floating Price, in each case, on or before
the fifth Business Day following the first Trading Day on which the Market
Disruption Event first occurred or existed, then the Floating Price for each
Disrupted Day shall be determined by taking the arithmetic mean of quotations
requested from four leading dealers in the relevant market that are unaffiliated with
either Party and mutually agreed upon by the Parties
regard to the quotations with the highest and lowest values, subject to the following
qualifications:
1. If exactly three quotations are obtained, the Floating Price for
each such Disrupted Day will be the quotation that remains after
disregarding the quotations having the highest and lowest values.
2. If fewer than three quotations are obtained, the Floating Price for
each such Disrupted Day will be the average of the quotations
obtained.
3. If the Parties cannot agree upon four Specified Dealers, then each
of the Parties will, acting in good faith and in a commercially
reasonable manner, select up to two Specified Dealers separately,
and those selected dealers shall be the Specified Dealers.
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CITY OF PALO ALTO V.2016
v)Unless otherwise agreed, if at any time the Parties agree on a substitute Floating
Price for any Disrupted Day, then such substitute Floating Price shall be the
Floating Price for such Disrupted Day, notwithstanding the subsequent publication
or announcement of a Delayed Floating Price by the relevant Price Source or any
quotations obtained from Specified Dealers.
"Determination Period" means each calendar month a part or all of which is within the
Delivery Period of a Transaction.
"Exchange" means, in respect of a Transaction, the exchange or principal trading
market specified as applicable to the relevant Transaction.
"Floating Price" means a Contract Price specified in a Transaction that is based
upon a Price Source.
"Market Disruption Event" means, with respect to any Price Source, any of the
following events:
(a) the failure of the Price Source to announce, publish or make available the
specified Floating Price or information necessary for determining the
Floating Price for a particular day;
(b) the failure of trading to commence on a particular day or the permanent
discontinuation or material suspension of trading in the relevant options
contract or commodity on the Exchange, RTO or in the market specified for
determining a Floating Price;
(c) the temporary or permanent discontinuance or unavailability of the Price
Source;
(d) the temporary or permanent closing of any Exchange or RTO specified for
determining a Floating Price; or
(e) a material change in the formula for or the method of determining the
Floating Price by the Price Source or a material change in the composition
of the Product.
"Price Source" means, in respect of a Transaction, a publication or such other origin of
reference, including an Exchange or RTO, containing or reporting or making generally
available to market participants (including by electronic means) a price,
or prices or information from which a price is determined, as specified in the
relevant Transaction.
RTO means any regional transmission operator or independent system operator.
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CITY OF PALO ALTO V.2016
"Trading Day" means a day in respect of which the relevant Price Source ordinarily would
announce, publish or make available the Floating Price.
(b) Corrections to Published Prices. If the Floating Price published, announced or made
available on a given day and used or to be used to determine a relevant price is subsequently
corrected by the relevant Price Source (i) within 30 days of the original publication,
announcement or availability, or (ii) in the case of RTO Transactions only, within such
Party may notify the other Party of that correction and the amount (if any) that is payable as
a result of that correction. If, not later than thirty (30) days after publication or
announcement of that correction, a Party gives notice that an amount is so payable, the Party
that originally either received or retained such amount will, not later than three (3) Business
Days after such notice is effective, pay, subject to any applicable conditions precedent, to
the other Party that amount, together with interest at the Interest Rate for the period from
and including the day on which payment originally was (or was not) made to but excluding
the day of payment of the refund or payment resulting from that correction.
Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed
upon by the Parties or determined based on quotations from Specified Dealers pursuant to
paragraph (a) above unless the Parties expressly agree otherwise.
(c) Rounding.When calculating a Floating Price, all numbers shall be rounded to four (4
decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th)
decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less
than five (5), then the fourth (4th) decimal number shall remain unchanged.
Schedule M ___ Party A is a Governmental Entity or Public Power System
X Party B is a Governmental Entity, Schedule M Applicable
Part A
and municipal ordinances under which Party B was created, organized and authorized to
enter into this Master Agreement and each Transaction thereunder
Part A is further amended by adding the following sentence at the end of the definition of the term
Party A has conducted such investigation as it deems necessary of the City of Palo Alto
Enterprise Fund and the Act under which such Fund was established to determine, for its
purposes under this Agreement, that such Fund meets this definition of Special F
Part C
Part D 7 and deleting the
rest of the sentence.
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CITY OF PALO ALTO V.2016
Part E X Section 3.6 under Part E of Schedule M applies; however, the portion of that provision
following the semicolon on the eighth line thereof is replaced in its entirety with the
following:
of clause (ii) of this provision shall be deemed to have arisen during
a fiscal period of Governmental Entity or Public Power System for which such
budgetary approval or certification of its obligations under this Master
Agreement is required to be in effect and an Event of Default shall be deemed to
have occurred for purposes of Section 5.1 under which Governmental Entity or
Part F ___ Add Section 8.4. If not checked, inapplicable.
Part G Part G does not apply.
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17
CITY OF PALO ALTO V.2016
Schedule P The following defined terms are added to Schedule P:
successor.
ission approved tariff of
CAISO, including all CAISO protocols, as the same may be amended from time to time.
purchase a quantity of Energy equal to the hourly quantity without Ancillary Services (as
defined in the CAISO Tariff) that is or will be scheduled as a schedule coordinator to
schedule coordinator transaction pursuant to the CAISO Tariff as amended from time to
time for which the only excuse for failure to delive
CAISO Tariff.
HLH (Heavy Load Hour) is defined as energy delivered from hours ending (HE) 0700-
2200 Monday-Saturday, excluding NERC holidays, PPT.
s Inter-Scheduling Coordinator Trade shall mean a trade between Scheduling
Coordinators of Energy or Ancillary Services in accordance with the CAISO Tariff.
LLH (Light Load Hour) is defined as energy delivered from hours ending (HE) 0100-
0600 and 2300-2400 Monday-Saturday, all day Sunday and NERC holidays, PPT.
NP15 Zone provided, however, if CAISO
implements trading hubs under a locational marginal pricing design during the Delivery
Period, the Delivery Point shall be the Existing Zone Generation NP15 Trading Hub
NP15 EZ Gen Hub
-
Scheduling Coordinator Trades Under the California Independent System Operator
-1656-
provided further, if the NP15 EZ Gen Hub (under any name) is not established as part of a
market redesign that is implemented during the Delivery Period, the parties agree to
promptly work together in good faith to designate an alternate Delivery Point to
reasonably approximate the characteristics of the NP-15 Zone.
-
description means with respect to a Transaction, a Product that is or will be scheduled as
firm energy consistent with the most recent rules adopted by the WECC for which the
only excuses for failure to deliver or receive are if an interruption is (i) due to an
Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where
applicable, to meet Seller's public utility or statutory obligations to its customers.
Notwithstanding any other provision in this Agreement, if Seller exercises its right to
interrupt to meet its public utility or statutory obligations, Seller shall be responsible for
payment of damages for failure to deliver firm energy as provided in Article 4 of this
Agreement.
"WECC" means the Western Electricity Coordinating Council.
"WSPP Agreement" means the Western Systems Power Pool Agreement as amended
from time to time.
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CITY OF PALO ALTO V.2016
EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER
EXHIBIT B ACITY
The Parties acknowledge and agree that after the execution of this Master Agreement, they may
enter into one or more contracts or confirmations concerning Resource Adequacy, which products,
terms, conditions and definitions shall be documented in an Resource Adequacy Confirmation
, the terms and conditions of which the Parties agree to negotiate in good faith at
the time such Transactions are contemplated.
EXHIBIT C RENEWABLE ENERGY CREDIT
The Parties acknowledge and agree that after the execution of this Master Agreement, they may
enter into one or more contracts or confirmations concerning RECs, which terms and conditions
shall be documented in a REC Confirmation and which the Parties agree to negotiate in good faith
at the time such Transactions are contemplated.
EXHIBIT D CERTIFICATION OF NONDISCRIMINATION
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19
CITY OF PALO ALTO V.2016
IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above
written.
Party B: City of Palo Alto
Approval as to Form:
By:
Name: _____________________
Title: Sr. Asst. City Attorney
Date: _________, 20
Party A:
By:
Name:
Title:
Date: ________, 20
Party B: City of Palo Alto
Approval by City Manager :
By:
Name: __________________
Title: City Manager
Date: ________, 20
Party B: City of Palo Alto
Approval by Administrative Services Department:
By:
Name: __________________
Title: Administrative Services Director
Date: _________, 20
Party B: City of Palo Alto
Approval by Utilities Department:
By:
Name: __________________
Title: __________________
Date: _______, 20
DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of
member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI
nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for
its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice
and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be
achieved and their legal interests are adequately protected.
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20
CITY OF PALO ALTO V.2016
Exhibit D
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not
and will not during the course of this contract discriminate in the employment of any person because of the race, skin
color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such person and that they are
in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in
employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.
Authorized Signature:____________________________________________________
Date: _____________________
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